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                                                                        EXH 10.2

                           1994 NABISCO HOLDINGS CORP.
                            LONG-TERM INCENTIVE PLAN

                            RESTRICTED STOCK PROGRAM

                        RESTRICTED STOCK UNITS AGREEMENT

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                               W I T N E S S E T H

         1. GRANT OF RESTRICTED STOCK UNITS. Pursuant to the provisions of the
1994 Long-Term Incentive Plan and the Restricted Stock Units Program
(collectively, the "Plan"), Nabisco Holdings Corp. (the "Company") on the above
date has granted to

                            ((NAME)) (THE "GRANTEE")

subject to the terms and conditions which follow and the terms and conditions of
the Plan and this Agreement (the "Agreement"), a total of

                         ((RSEG)) RESTRICTED STOCK UNITS

which entitle the Grantee to receive at the option of the Company (a) shares of
Common Stock of the Company ("Common Stock") equal to the number of Restricted
Stock Units granted, as of the dates the restrictions lapse; or (b) an amount in
cash equal to the fair market value of an equivalent number of shares of Common
Stock of the Company ("Common Stock") as of the Payment Date determined in
Section 3. A copy of the Plan is attached and made a part of this Agreement with
the same effect as if set forth in the Agreement itself. All capitalized terms
used below shall have the meaning set forth in the Plan, unless the context
requires a different meaning.

         2. VESTING OF RESTRICTED STOCK UNITS. Subject to Section 4, the
Restricted Stock Units granted hereunder shall vest, and all restrictions
thereon shall lapse, on the first to occur of the dates as set forth below in
subsections (a) through (g), ("Vesting Date"):

            (a)  33%, December 14, 2002,
                 33%, December 14, 2003, and
                 34%, December 14, 2004;
            (b)  the date of Grantee's death;
            (c)  the date Grantee shall be deemed to have a "Permanent
Disability" (as defined in the Nabisco, Inc. Long-Term Disability Plan,
applicable to senior executive officers as in effect on such dates hereof), or
if the Board of Directors or any committee thereof so determines;
            (d)  the date of Grantee's Retirement at age 65 or over;


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            (e)  the date of a Change of Control;

            (f)  the date Grantee's active employment with the Company is
terminated by the Company without Cause (excluding any termination to which
subsection (e) applies); or

            (g)  the date Grantee commences early retirement from the Company.
As used herein, early retirement means retirement between the ages of 55 through
64 with the approval of the Company, which approval specifically states that the
vesting of the Restricted Stock Units is accelerated and shall become fully
vested as to the number of units.

         3. SETTLEMENT OF RESTRICTED STOCK UNITS.
            (a) The Restricted Stock Units grant will be settled at the option
of the Company, in shares of Company Common Stock, or in cash, pursuant to
Section 3(b), as of the dates the restrictions lapse.

            (b) Unless the Grantee has elected to defer receipt of payment in
accordance with Section 7 and subject to the provisions of subsection (c), the
Grantee will receive a payment in cash in respect of Restricted Stock Units
granted to the Grantee hereunder in an amount (the "Payment Amount") determined
by multiplying the number of such units by the closing price as listed on the
New York Stock Exchange (the "NYSE") of the Company's Common Stock on the
Vesting Date. The payment shall be made as soon as practicable following the
Vesting Date. In the event the Vesting Date falls on a date on which the NYSE is
closed, the aforesaid computation shall be based on the closing price of the
Company's Common Stock on the first trading day immediately preceding the
Vesting Date. If the Grantee has elected to defer receipt of such payment in
accordance with Section 7, the payment date will be the last day of the deferral
period and payment will be made as soon as practicable thereafter.

            (c) In the event Grantee's Vesting Date arises pursuant to Section
2(f) or 2(g), shares of Company Common Stock or the Payment Amount shall be
adjusted by multiplying the number of shares of Company Common Stock or the
Payment Amount by a fraction the denominator of which is 1,095 and the numerator
of which is the number of days from the Date of Grant to the Vesting Date, and
Grantee shall receive shares of Company Common Stock or the Payment Amount as so
adjusted.

         4. TERMINATION AND FORFEITURE OF THE RESTRICTED STOCK UNITS. The
Restricted Stock Units granted hereunder shall terminate and Grantee shall
immediately forfeit all rights to such Restricted Stock Units upon Grantee's
termination of active employment from the Company for Cause, Resignation or for
any other reason, excluding termination from active employment arising from the
events specifically enumerated in Section 2.

         5. TERMINATION OF EMPLOYMENT.

            Subject to Sections 2(f) and 2(g) and 4:

            (a) Unless otherwise provided in a written employment or termination
agreement between the Grantee and the Company, the Restricted Stock Units shall
not become vested as to any additional units following the Termination of
Employment of the Grantee for any reason other than a Termination of Employment
because of death, Permanent Disability or Retirement of the Grantee. In the
event of Termination of Employment because of death, Permanent


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Disability or Retirement, the Restricted Stock Units shall immediately become
vested as to the number of units.

             (b) TERMINATION FOR CAUSE. Unless otherwise defined in a written
employment or termination agreement between the Grantee and the Company,
termination for Cause shall mean termination by the Company where such
termination results from (i) criminal dishonesty, (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 a majority of the Board of Directors of the Company, or (iv)
deliberate misconduct which could be materially damaging to the Company without
reasonable good faith belief by the Grantee that such conduct was in the best
interests of the Company.

             (c) TERMINATION FOR GOOD REASON. Unless otherwise defined in a
written employment or termination agreement between the Grantee and the Company,
termination for Good Reason shall mean termination by Grantee where such
termination results from (i) the total amount of Grantee's base salary and
targeted awards under the Long-Term Incentive Plan and the Annual Incentive
Award Plan (or successors thereto) being reduced at any time without the
Grantee's consent, (ii) Grantee's job responsibilities being substantially
reduced in importance without the Grantee's consent, or (iii) Grantee being
required as a condition of continued employment to relocate more than 35 miles
from the Grantee's place of employment as of the date of a Change of Control
without the Grantee's consent.

             (d) "Retirement" as used herein means Retirement at age 65 or over,
or Early Retirement at age 55 or over with the approval of the Company, which
approval specifically states the vesting of the Restricted Stock Units is
accelerated and shall become fully vested as to the number of units.

             (e) "Termination of Employment" as used herein means termination
from active employment; it does not mean termination of payment or benefits at
the end of salary continuation or other form of severance or pay in lieu of
salary.

             (f) "Permanent Disability" as used herein means to have a
"Permanent Disability" as defined in the Nabisco, Inc. Long-Term Disability
Plan, applicable to senior executive officers as in effect on such dates hereof,
or if the Board of Directors or any committee thereof so determines;

         6.  DIVIDEND EQUIVALENT PAYMENTS. At all times prior to the date
restrictions lapses, the Grantee shall receive cash payments at the same time
and in the same amount as any cash dividends paid on an equivalent number of
shares of Common Stock.

         7.  DEFERRAL. If the Grantee is to receive a cash payment, the Grantee
may elect to defer payment of vested Restricted Stock Units in accordance with
procedures established by the Committee; provided, that the Grantee may not
defer payment in respect of Restricted Stock Units that vest in connection with
the Grantee's termination of employment for any reason and further, provided,
that in no event may the period of deferral extend beyond January of the year
following the Grantee's termination of employment for any reason. The Payment
Amount will be based upon the fair market value of an equivalent number of
shares of Common Stock at the Vesting Date. During the period between the
Vesting Date and the actual payment date, such


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funds will be invested in accordance with the Grantee's investment elections
under the Nabisco Deferred Compensation Plan.

         8.  NO RIGHT TO EMPLOYMENT. The execution and delivery of this
Agreement and the granting of Restricted Stock Units hereunder shall not
constitute or be evidence of any agreement or understanding, express or implied,
on the part of the Company or its subsidiaries to employ the Grantee for any
specific period or in any particular capacity and shall not prevent the Company
or its subsidiaries from terminating the Grantee's employment at any time with
or without Cause.

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

         10. CHANGE IN COMMON STOCK OR CORPORATE STRUCTURE.
             (a) If at any time the number or nature of outstanding shares of
Common Stock of the Company shall be increased or changed as the result of any
stock dividend, subdivision or reclassification of shares, the number or nature
of Restricted Stock Units subject to this Agreement after such an event shall be
increased or changed in the same proportion or manner as the outstanding shares
of Common Stock are increased or changed, or if the number of outstanding shares
of Common Stock shall at any time be decreased as the result of any combination
or reclassification of shares, the number of Restricted Stock Units subject to
this Agreement after such an event shall be decreased in the same proportion as
the outstanding number of shares of Common Stock is decreased.

             (b) In the event the Company shall at any time be consolidated with
or merged into any other corporation and holders of the Company's Common Stock
receive common shares of the resulting or surviving corporation, there shall be
an adjustment to the Restricted Stock Units subject to this Agreement after such
an event, and in place of the Restricted Stock Units so subject, a stock
equivalent shall be determined by multiplying the number of common shares of
stock delivered in exchange for a share of Common Stock upon such consolidation
or merger, by the number of Restricted Stock Units subject to this Agreement. If
in such a consolidation or merger, holders of the Company's Common Stock shall
receive any consideration other than common shares of the resulting or surviving
corporation, the Committee shall determine the appropriate adjustment to shares
held pursuant to this Agreement after such an event; provided, however, such
adjustment shall not be to the detriment of the Grantee.

         11. TAXES. Any taxes required by federal, state or local laws to be
withheld by the Company on the Grant of Restricted Stock Units or delivery of
Common Stock or any other cash payment or event hereunder shall be paid to the
Company by the Grantee by the time such taxes are required to be paid or
deposited by the Company. Subject to Section 3, if settled in Common Stock, the
Grantee hereby authorizes the conversion to cash by the Company of a sufficient
amount of Common Stock to satisfy withholding prior to the delivery of Common
Stock; or if Restricted Stock Units are settled in cash, the Grantee hereby
authorizes the Company to withhold or offset a sufficient amount from any
payment hereunder to satisfy any such tax withholding obligation.


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         12. NOTICES. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, Nabisco Holdings Corp., 7 Campus Drive,
Parsippany, NJ 07054, and any notice required to be given hereunder to the
Grantee shall be sent to the Grantee's most recent address as shown on the
records of the Company.

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

         14. NON-COMPETITION.
             Provided that the Grantee is not party to a written employment or
termination agreement with the Company containing restrictions on Grantee's
eligibility to compete with the Company following Grantee's Termination of
Employment, in consideration for the Restricted Stock Units Grantee agrees that:

            (a) For the twelve (12) month period commencing on the date of
Grantee's Termination of Employment, Grantee shall not engage in Competitive
Employment. As used herein, "Competitive Employment" means providing any person,
company or other entity with any services, whether as a consultant, employee,
investor or otherwise, regarding any business, product, service or other matter
which: (i) is substantially similar to or competes with any business, product,
service or other matter regarding which Grantee worked for the Company, or any
of its affiliates, during the two (2) years prior to Grantee's Termination of
Employment; or (ii) concerns subject matters about which Grantee gained
proprietary information of the Company, or its affiliates, during the two (2)
year period prior to Grantee's Termination of Employment.

             (b) If the Company reasonably determines that Grantee has
materially violated any of Grantee's obligations under subparagraph (a), above,
then, in addition to any other remedies at law or in equity it may have: (i) the
Company shall have the right to cease payment of any compensation, salary
continuation, benefits, perquisites and any other remuneration which is due or
may become due Grantee under any employment, salary continuation or similar
agreement between the Company, or any of its affiliates, and Grantee; and (ii)
all past, present and future stock option grants awarded Grantee under the Plan,
including grants which according to their terms are vested, shall terminate,
effective the date on which such violation began (the "Violation Date"). The
Company may demand the return of any gain realized by Grantee from the exercise
of any such grants by Grantee at any time on or after the date sixty (60) days
prior to the Violation Date. If after such demand Grantee fails to return said
amounts, Grantee acknowledges that the Company has the right to offset against
said amounts any amounts, including compensation, owed Grantee by the Company or
to commence judicial proceedings against Grantee to recover said amounts and any
attorneys' fees and costs.


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             (c) Grantee acknowledges and agrees that: (i) the restrictions
contained in this Section 14 are necessary to protect the legitimate interests
of the Company and impose no undue hardship on Grantee; (ii) the violation or
threatened violation of this Section 14 will result in irreparable injury to the
Company and Grantee consents to the issuance of any restraining order,
preliminary restraining order or injunction, without bond, which arises from
conduct by Grantee in violation of this Section 14, and the existence of any
claim Grantee may have against the Company will not constitute a defense
thereto; (iii) if the Company prevails in any suit or proceeding to enforce its
rights under this Section 14, Grantee shall indemnify the Company for all
expenses incurred by the Company, including reasonable attorneys' fees; and (iv)
no one employed by or representing the Company has any authority to make oral
statements which modify, waive or discharge in any manner any provision of this
Section 14.

         15. OTHER PROVISIONS.
            a) Titles are provided herein for convenience only and are not to
serve as a basis for interpretation of the Agreement.

            b) The Agreement may be amended only by a writing executed by the
parties hereto which specifically states that it is amending this Agreement.

            c) THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAWS.

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