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                                                                   Exhibit 10.11

                                     NABISCO

                     SALARY AND BENEFIT CONTINUATION PROGRAM
                             (AS OF JANUARY 1, 1997)

                                     GENERAL

         The Nabisco Salary and Benefit Continuation Program (the "Plan")
assists Employees after involuntary separation of employment from the Company
when that separation results from certain "specified separation conditions that
make an Employee eligible for payment" that are detailed in the Section entitled
"Separation Conditions." As a precondition of these Salary Continuation
benefits, each eligible Employee signs an agreement between the Company and the
Employee which sets forth the specific terms and conditions of that Employee's
Salary Continuation and which contains a release of claims against the Company.

                                 EFFECTIVE DATE

         The effective date of this amendment and restatement is January 1,
1997, unless otherwise noted. The Salary and Benefit Continuation Program was
effective January 1, 1988.

                         DEFINITIONS OF IMPORTANT TERMS

         AFFILIATED COMPANY means any company, more than 50% of the voting stock
of which is owned directly or indirectly by Nabisco Holdings Corp. ("Holdings")
or any successor, and each trade or business (whether or not incorporated)
controlled by Holdings or with which Holdings is under common control.

         BASE PAY means:
         (i) for Salaried Employees, 1/52 of the annualized rate of pay in
effect on the day prior to the last day of active employment excluding amounts
for overtime or bonuses, rounded to the nearest dollar; and

         (ii) for Salaried Part-Time Employees, 1/52 of the annualized salary in
effect on the last day of active employment based on his or her regularly
scheduled hours.

         CODE means the Internal Revenue Code of 1986, as amended from time to
time. Reference to any Section or Subsection of the Code includes reference to
any comparable or succeeding provisions of any legislation which amends,
supplements or replaces such Section or Subsection.

         COMPANY means Nabisco, Inc., Nabisco International, Inc. and any
successor thereto.

         EFFECTIVE DATE means January 1, 1988.

         EMPLOYEE means a salaried individual who is employed on a U.S. dollar
payroll by the Company or an Affiliated Company which has adopted the Plan and
who is not in a unit of


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employees covered by a collective bargaining agreement, unless such collective
bargaining agreement provides for the application of the Plan to such employees.

         ERISA means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         JOB ELIMINATION means the elimination of an existing position at the
sole discretion of the Company when, because of changing needs or circumstances,
(1) the job is no longer performed, or (2) the job is still performed, but fewer
employees are needed to perform it.

         PLAN means the Nabisco Salary and Benefit Continuation Program as
described herein.

         PLAN ADMINISTRATOR means the RJR Employee Benefits Committee which
administers the Plan.

         PLAN YEAR means the calendar year.

         SALARIED EMPLOYEES means Employees of the Company who are scheduled to
work a certain number of hours per week, but not less than thirty (30) hours,
with full compensation, benefits coverage and vacation/holidays.

         SALARIED PART-TIME EMPLOYEES means Employees of the Company who are
scheduled to work a certain number of hours per week, but less than thirty (30)
hours, with compensation, benefits coverage and vacation/holidays based on the
number of hours he or she is scheduled to work weekly.

         SALARY CONTINUATION means continuation of an eligible Employee's
current Base Pay for that period of time determined under the terms of this Plan
during which such Employee is placed on inactive payroll after involuntary
separation from employment due to certain specified conditions.

         YEAR OF SERVICE means each completed year of employment with the
Company beginning on the Employee's date of hire and ending on the successive
anniversaries thereof. No pro rata Years of Service will be given for partial
years worked.

                                   ELIGIBILITY

         All salaried Employees, except for those specified below, may be
considered for participation in this Plan from the date they begin active work.

         The following Employees are not eligible to participate in this Plan:

         (a)  hourly Employees, non-regular Employees and seasonal Employees
              (which includes temporary Employees);


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         (b)  regular part-time salaried Employees who are scheduled to work
              less than half the regular work week and are not eligible for
              pension and benefits;

         (c)  any Employee whose terms and conditions of employment are
              determined by a collective bargaining agreement with the Company;

         (d)  any individual who is employed by a leasing, temporary employment,
              consulting or other organization not a part of the Company who is
              a "leased employee" as defined in Section 414(n) of the Code and
              who may be required by such Section to be considered an Employee
              of the Company for certain benefits and other circumstances;

         (e)  any Employee who is disabled and qualified to receive benefits
              under a short term or long term disability policy or plan of the
              Company prior to onset of any separation which would, but for
              disability, make such Employee eligible for payment of salary and
              benefit continuance as set forth below; however, if the Employee
              is eligible to return to work at a later date, salary and benefit
              continuation will be provided as of the date the Employee could
              return to work;

         (f)  any Employee who is eligible for a separation or termination
              benefit under any other separation policy or plan of the Company
              or an Affiliated Company; or

         (g)  any Employee who has an employment agreement that specifically
              provides for compensation in the event of separation from
              employment.

                                    BENEFITS

         1. All eligible non-exempt Salaried Employees and non-exempt Salaried
Part-Time Employees who qualify will continue to receive salary at separation
from active employment as set forth below:

         a.   - an amount equal to two weeks Base Pay plus:

              i. one week of Base Pay for each Year of Service NOT IN EXCESS of
              fifteen (15) years; and

              ii. two weeks of Base Pay for each Year of Service IN EXCESS of
              fifteen (15) years.

The minimum pay period shall be one month and the maximum shall not exceed
twenty-four (24) months.

         2. All eligible exempt Salaried Employees and exempt Salaried Part-Time
Employees who qualify will continue to receive salary at separation from active
employment as set forth below:

         a.   - an amount equal to two months of Base Pay plus:

              i. one week of Base Pay for each Year of Service NOT IN EXCESS of
              fifteen (15) years; and


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              ii. two weeks of Base Pay for each Year of Service IN EXCESS of
              fifteen (15) years.

The minimum pay period shall be three months and the maximum shall not exceed
twenty-four (24) months.

         3. All eligible exempt Salaried Employees and exempt Salaried Part-Time
Employees, whose Job Level equals or exceeds Job Level H, or participants in the
Sales Incentive Plans, whose Job Level equals or exceeds Job Level SA 13 with a
minimum Incentive Target of 20% or Job Level SL 12 with a minimum Incentive
Target of 23%, who qualify will continue to receive salary at separation from
active employment as set forth below:

         (i) an amount equal to two months of Base Pay, plus two weeks of Base
Pay for each Year of Service.

The minimum pay period shall be four months and the maximum shall not exceed
twenty-four (24) months.

         In no event will any period of Salary Continuation exceed twenty-four
(24) months, and total payments cannot exceed two times the Employee's
compensation for his/her final year of active employment.

         The amount of Salary Continuation payable to the Employee shall be
offset by: (i) amounts that the Participant owes to the Company as of the date
of his/her separation of employment; (ii) any foreign statutory or mandatory
termination pay, including, but not limited to, mandatory severance entitlement,
compensation in lieu of notification pay, and termination indemnities; and (iii)
any foreign statutory or mandatory retirement benefits paid by the Company to
the Participant or on the Participant's behalf, to the extent that such benefits
relate to periods for which benefits are provided to the Participant pursuant to
any retirement plan sponsored, or contributed to, by the Company or any of its
affiliates.

         Salary Continuation will be payable at the same frequency as normal
salary payments until the specified duration of Salary Continuation is complete.
Where Salary Continuation calculated in accordance with the formula above would
not conclude at the end of a pay period, full Salary Continuation will be
continued until the end of such final pay period or, if the Employee is eligible
to retire under a retirement plan of the Company or an Affiliated Company at the
end of Salary Continuation, Salary Continuation will be continued through the
end of the month preceding the Employee's retirement date. A lump sum payment
will ONLY be made in the event of death during Salary Continuation, in which
case the balance will be paid in a lump sum to the Employee's beneficiary
designated under the Employee's core or basic group life insurance. Payments
will be subject to normal deductions for taxes and other legally required
withholding. Payments will not cease when the individual finds new employment
during Salary Continuation with an employer which is not an Affiliated Company;
however, payments will cease if the individual is reemployed by any Affiliated
Company on a regular full-time basis at any time prior to the end of Salary
Continuation.


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                              SEPARATION CONDITIONS

THAT MAKE AN EMPLOYEE ELIGIBLE FOR PAYMENT

         Payment will be made under the Plan if involuntary separation of
employment is due to any of the following specified conditions:

         a. restructuring of organizations or consolidation of operations
resulting in loss of employment;

         b. elimination of a position with no other position available
commensurate with the Employee's qualifications;

         c. completion of an assignment with no other position available
commensurate with the Employee's qualifications;

         d. failure to consistently perform at a level that meets the minimum
acceptable requirements for the position in situations where the Company
determines that the Employee has made a bona fide effort to achieve or maintain
such acceptable level of job performance; or

         e. refusal of transfer or assignment within the Company and its
Affiliated Companies to a position that (i) requires relocation equal to or
greater than the mileage threshold required by the IRS for a moving expense
deduction or (ii) is more than two salary grade levels below current job or
(iii) is below current salary grade level with a reduction in Base Pay; provided
that Employee must provide written notice to the Company of refusal or
non-consent within 90 days after the offer of transfer or assignment or the
Employee will be deemed to have accepted or consented and shall be eligible for
payment under this Plan. If the Employee provides such written notice, it shall
be deemed a claim under the Claims Procedure of this Plan.

                  THAT MAKE AN EMPLOYEE INELIGIBLE FOR PAYMENT

         No payment will be made under the Program if separation of employment
is due to any of the following specified conditions:

         a. temporary layoffs or voluntary resignations and retirements or
separations resulting from disability which are not a part of conditions under
(a) to (e) above;

         b. refusal of transfer or assignment within the Company (including
transfer or assignment between Affiliated Companies) to a position that (i) is
not more than two salary grade levels below the current job or (ii) is not below
current salary grade level with a reduction in Base Pay or (iii) does not
require relocation equal to or greater than the mileage threshold required by
the IRS for a moving expense deduction;

         c. termination for violation of Company rules, policies, guides, or
standards of conduct except for conditions under (d) above; or


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         d. termination directly resulting from a sale or other divestiture
(which includes the Employee's work unit) where the Employee is offered
continued employment with a successor employer, except as may be otherwise
specifically provided in the sale or divestiture agreement.

         If (i) the Employee violates condition (c) above during salary
continuation or, (ii) if the Company determines that the Employee should have
been terminated under condition (c) above instead of a condition eligible for
payment, all payments shall immediately cease and the Employee shall return all
payments made to date.

                          IMPACT ON OTHER BENEFIT PLANS

         Except as otherwise stated herein or as may be governed by the terms of
individual programs, the Employee receiving Salary Continuation will continue to
participate in the benefit programs, contributory and non-contributory, in which
such Employee participated as though still an active Employee. Changes in
benefit programs after Salary Continuation has begun will apply, unless
otherwise required by law. New benefit programs which replace or supersede
existing programs will also apply after Salary Continuation begins unless the
Company chooses to continue the former programs for participants of this Plan.
Upon commencement of Salary Continuation, a Participant who is terminated due to
Job Elimination will become 100% vested in his/her accrued benefits under the
defined benefit and defined contribution plans of the Company in which he
participates.

         An employee receiving Salary Continuation will not be eligible for
either Short or Long Term Disability benefits. During the period of Salary
Continuation, the Employee will continue to be covered by the contributory
benefit plans in which the Employee was a participant as of such Employee's last
day of active employment only if the Employee remits or authorizes payroll
deduction for normally required contributions. However, if the Employee is
employed by a non-affiliated employer during Salary Continuation, and the new
employer provides life, accident, health and/or other welfare benefits prior to
the end of Salary Continuation, benefit continuation shall be subject to
applicable coordination of benefits rules, with the new employer's plan deemed
primary coverage. Employees will be eligible to continue to participate fully in
the RJR Nabisco Capital Investment Plan except that no loan applications will be
approved during Salary Continuation.

         The Employee receiving Salary Continuation will be covered by the
Company's SELECT Flexible Benefits Program. Coverage under SELECT ceases at the
end of the month in which Salary Continuation ends. Continuation coverage as
required under the Consolidated Omnibus Budget Reconciliation Act of 1985
(COBRA) will be offered. Effective July 1, 1997, if elected by the Employee, the
monthly premium for COBRA continuation coverage will be 102% of actual plan
cost. Employees who are eligible to retire with medical coverage under a retiree
medical plan of the Company or Affiliated Company at the end of Salary
Continuation are not eligible for COBRA continuation coverage but may elect
retiree medical, dental and life insurance coverage under the Company's retiree
plans.

         If an Employee receiving Salary Continuation is a participant in the
Company's Annual Incentive Award Plan or any other incentive award plan, has
stock option awards outstanding, or


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shares of restricted stock, the operation of each of the aforementioned shall be
governed by the terms of applicable plans or agreements.

                                VACATION PAYMENTS

         An Employee will be paid for any unused vacation that is attributable
to the year in which the Employee's last day of active employment occurs. In
addition, an Employee whose last day of active employment occurs on December 31
will be paid for vacation days attributable to the NEXT calendar year. Such
vacation payment will be made in a Lump Sum at the end of Salary Continuation
based on the Employee's Base Pay.

The period of Salary Continuation shall not be counted in determining an
Employee's vacation.

Effective January 1, 1996, pursuant to the salaried Vacation Policy, eligible
vacation not used in a calendar year will be forfeited and may not be carried
over into the next year. If an employee had carryover days accumulated from
years PRIOR to 1996, notification would have been due to his/her manager to
confirm the number of days. An employee will be compensated for any of these
unused days as of the last day of active employment.

                            AMENDMENT AND TERMINATION

         The Company reserves the right to terminate this Plan or to modify,
amend or change the provisions, terms and conditions of this Plan at any time.
Nothing herein creates a vested right. All Salary Continuation payments shall be
made out of the general assets of the Company and shall not be funded.

Other benefits referred to herein may be funded or unfunded as provided for in
the individual plans.

                             PROGRAM INTERPRETATION

         The Plan Administrator or the designated representative thereof shall
have exclusive authority to interpret the Plan. The decision of the Plan
Administrator with respect to any question arising as to the Employees selected
to participate in the Plan, the amount, term, form and time of payment of
benefits under the Plan or any other matter concerning the Plan shall be final,
conclusive and binding on both the Company and the participants.

                                CLAIMS PROCEDURES

         All decisions by the Company regarding an Employee's selection for
separation from employment and eligibility for coverage hereunder shall be final
and conclusive. Prior to an Employee executing the agreement referred to in the
section entitled "General", all disputes concerning the calculation of the
amount of benefits provided hereunder shall have been resolved in accordance
with this paragraph.

         The Plan Administrator or designated representative shall mail or
deliver to each individual who has filed an effective claim for a benefit a
written statement of the amount of the individual's benefit or a notice of
denial of such individual's claim on or before the 90th day


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following receipt of such claim. If special circumstances require additional
time for processing the claim, the Plan Administrator or designated
representative may delay issuing its statement or notice for an additional 90
days provided that the individual is notified of the circumstances
necessitating the delay. Each notice of whole or partial denial of claimed
benefits shall set forth the specific reasons for the denial, the time within
which an appeal must be made by the individual or the individual's duly
authorized representative, and shall contain such other information as may be
required by applicable law. If a statement or notice is not issued within the
prescribed period, the claim shall be deemed denied.

         Each Employee whose claim for benefits has been wholly or partially
denied shall have such rights to review documents and submit comments as
applicable law and regulations and rules of the Plan Administrator may provide,
and shall also have the right to request the Plan Administrator to review such
denial, such request to be made on forms prescribed by the Plan Administrator. A
request for review shall be made by the Employee or the Employee's duly
authorized representative on or before the 60th day following the earlier of the
Employee's receipt of notice of denial of such claim or the expiration of the
prescribed period for issuing a statement of benefits or notice of denial. The
Plan Administrator or its designee shall issue a written statement on or before
the 60th day following the receipt of such request stating the decision on
review and the reasons therefore, including specific references to pertinent
Plan provisions on which the decision is based, and any other information
required by applicable law. If special circumstances require additional time for
processing such review, the Plan Administrator or its designee may delay issuing
its decision for an additional 60 days provided that the Employee is notified of
such circumstances and the date the Plan Administrator or its designee expects
to render its final decision. If the decision is not issue within the prescribed
period, the appeal shall be deemed denied.

                                ERISA INFORMATION

         GENERAL

         All benefits under the Plan are unfunded, paid out of the general
assets of the Company and may not be assigned in any way.

<TABLE>
<CAPTION>

         PLAN INFORMATION
         ----------------
         <S>                                 <C>
         Name of Plan:                       Nabisco Salary and Benefit
                                             Continuation Program

         Plan Number:                        533
         Plan Sponsor:                       Nabisco, Inc.
                                             100 DeForest Avenue
                                             East Hanover, NJ  07936
                                             (201) 503-2000

         EIN:                                13-1851519
         Plan Year End:                      December 31
         Type of Plan:                       Welfare Benefit
         Type of Administration:             Employer Self-Administered

</TABLE>


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         The Plan is administered on behalf of the Company by the RJR Employee
Benefits Committee, which is the Plan Administrator for ERISA purposes. This
Committee has general authority to interpret and administer the Plan.

         ERISA Plan Administrator:           RJR Employee Benefits Committee
                                             c/o RJR Nabisco, Inc.
                                             1301 Avenue of the Americas
                                             New York, New York 10019-6013
                                             (212) 258-5600

         The RJR Employee Benefits Committee has delegated some of its authority
for the day-to-day administration of the Plan to local Benefits Administration
Committees to handle Plan transactions as well as to assist participants with
their Plan questions. You should therefore, direct your calls and questions as
follows:

Benefits Administration Committee:           Nabisco Benefits Administration
                                              Committee
                                             Nabisco, Inc.
                                             100 DeForest Avenue
                                             East Hanover, NJ  07936
                                             Tel. No.: (201) 503-2000

         Funding:                            No contributions are made-benefits
                                             are paid from the general assets of
                                             the employer.

         Agent for Service of Legal Process: Corporate Secretary
                                             RJR Nabisco, Inc.
                                             1301 Avenue of the Americas
                                             New York, NY  10019
                                             (212) 258-5600

         STATEMENT OF ERISA RIGHTS

         As a participant in the above-mentioned Plan you are entitled to
certain rights and protections under the Employee Retirement Income Security Act
of 1974. ERISA provides that all Plan participants shall be entitled to:

         -    Examine, without charge, at the Plan Administrator's office, all
              Plan documents, including insurance contracts, and copies of all
              documents filed by the Plan with the U.S. Department of Labor,
              such as annual reports and Plan descriptions.

         -    Obtain copies of all Plan documents and other Plan information
              upon written request to the Plan Administrator.


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         -    Receive a summary of the Plan's annual financial report, if it
              files an annual report. The Plan Administrator is required by law
              to furnish each participant with a copy of this summary financial
              report.

         In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan. The people who operate your plan, called "fiduciaries" of the
plan, have a duty to do so prudently and in the interest of you and other plan
participants and beneficiaries.

         No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
benefit or exercising your rights under ERISA. If your claim for a benefit is
denied in whole or in part you must receive a written explanation of the reason
for the denial. You have the right to have the plan review and reconsider your
claim.

         Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the plan and do not receive them
within 30 days, you may file suit in a federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$100 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Plan Administrator. If you have a
claim for benefits which is denied or ignored in whole or in part, you may file
suit in a state or federal court.

         If it should happen that plan fiduciaries misuse the plan's money or if
you are discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a federal court. The
court will decide who should pay your costs and legal fees. If you are
successful, the court may order the person you sued to pay these costs and fees.
If you lose, the court may order you to pay these costs and fees, for example,
if it finds your claim is frivolous.

         If you have any questions about your plan, you should contact the Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest Area Office of the U.S.
Department of Labor-Management Services Administration, Department of Labor.


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