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                                                                        EXH 10.1

                                                                   PLAN DOCUMENT

                             NABISCO HOLDINGS CORP.
                          1994 LONG TERM INCENTIVE PLAN
                            (AS AMENDED AND RESTATED
                             THROUGH MARCH 17, 2000)

1.     PURPOSE OF PLAN

       The Nabisco Holdings Corp. 1994 Long Term Incentive Plan (the "Plan"), as
amended and restated effective April 17, 1997, subject to the approval of
Nabisco's shareholders (the "Plan"), is designed:

       (a) to promote the long term financial interests and growth of Nabisco
Holdings Corp. and subsidiaries (the "Corporation") by attracting and retaining
management personnel with the training, experience and ability to enable them to
make a substantial contribution to the success of the Corporation's business;

       (b) to motivate management personnel by means of growth-related
incentives to achieve long range goals; and

       (c) to further the identity of interests of participants with those of
the stockholders of the Corporation through opportunities for increased stock,
or stock-based, ownership in the Corporation.

2.     DEFINITIONS

       As used in the Plan, the following words shall have the following
meanings:

       (a) "Base Value" means not less than the Fair Market Value on the date a
Stock Appreciation Right is granted, or, in the case of a Stock Appreciation
Right granted retroactively in tandem with (or in replacement of) an outstanding
stock option, not less than the exercise price of such option;

       (b) "Board of Directors" means the Board of Directors of Nabisco;


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       (c) "Code" means the Internal Revenue Code of 1986, as amended;

       (d) "Committee" means the Compensation Committee of the Board of
Directors;

       (e) "Common Stock" or "Share" means Class A common stock of Nabisco which
may be authorized but unissued, or issued and reacquired;

       (f) "Dividend Equivalent Rights" shall have the meaning set forth in
Section 5(f);

       (g) "Effective Date" shall have the meaning set forth in Section 12;

       (h) "Exchange Act" means the Securities Exchange Act of 1934, as amended;

       (i) "Fair Market Value" means such value of a Share as reported for stock
exchange transactions and/or determined in accordance with any applicable
resolutions or regulations of the Committee in effect at the relevant time;

       (j) "Grant" means an award made to a Participant pursuant to the Plan and
described in Paragraph 5, including, without limitation, an award of an
Incentive Stock Option, Stock Option, Stock Appreciation Right, Dividend
Equivalent Right, Restricted Stock, Purchase Stock, Performance Units,
Performance Shares or Other Stock-Based Grant, or any combination of the
foregoing;

       (k) "Grant Agreement" means an agreement between Nabisco and a
Participant that sets forth the terms, conditions and limitations applicable to
a Grant;

       (l) "Incentive Stock Options" shall have the meaning set for in Section
5(a);

       (m) "Nabisco" means Nabisco Holdings Corp.;

       (n) "NGH" means Nabisco Group Holdings Corp.;

       (o) "Other Stock Based Grants" shall have the meaning set for in Section
5(i);

       (p) "Other Stock Options" shall have meaning set forth in Section 5(b);

       (q) "Participant" means an employee, or other person having a unique
relationship with Nabisco or one of its Subsidiaries, to whom Grants may be made
in accordance with Paragraph 4, or to whom one or more Grants have been made and
such Grants have not all been forfeited or terminated under the Plan; provided,
however, a non-employee director of NGH, Nabisco or one of its Subsidiaries may
not be a Participant;

       (r) "Performance Units" shall have the meaning set forth in Section 5(g);

       (s) "Performance Shares" shall have the meaning set forth in Section
5(h);


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       (t) "Purchase Stock" shall have the meaning set forth in Section 5(e);

       (u) "Restricted Stock" shall have the meaning set forth in Section 5(d);

       (v) "Stock Appreciation Rights" shall have the meaning set forth in
Section 5(c);

       (w) "Subsidiary" means any corporation other than Nabisco in an unbroken
chain of corporations beginning with Nabisco if each of the corporations other
than the last corporation in the unbroken chain owns 50% or more of the voting
stock in one of the other corporations in such chain.

3.     ADMINISTRATION OF PLAN

       (a) The Plan shall be administered by the Committee or, in lieu of the
Committee, the Board of Directors. The Committee may adopt its own rules of
procedure, and the action of a majority of the Committee, taken at a meeting or
taken without a meeting by a writing signed by such majority, shall constitute
action by the Committee. The Committee shall have the power and authority to
administer, construe and interpret the Plan, to make rules for carrying it out
and to make changes in such rules. Any such interpretations, rules, and
administration shall be consistent with the basic purposes of the Plan.

       (b) The Committee may delegate to the Chief Executive Officer and to
other senior officers of the Corporation its duties under the Plan subject to
such conditions and limitations as the Committee shall prescribe except that
only the Committee may designate and make Grants to Participants who are subject
to Section 16 of the Exchange Act.

       (c) The Committee may employ attorneys, consultants, accountants,
appraisers, brokers or other persons. The Committee, Nabisco, and the officers
and directors of Nabisco shall be entitled to rely upon the advise, opinions or
valuations of any such persons. All actions taken and all interpretations and
determinations made by the Committee in good faith shall be final and binding
upon all Participants, Nabisco 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 Grants, and
all members of the Committee shall be fully protected by Nabisco with respect to
any such action, determination or interpretation.


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4.     ELIGIBILITY

       The Committee may from time to time make Grants under the Plan to such
employees, or other persons having a unique relationship with Nabisco or any of
its Subsidiaries, and in such form and having such terms, conditions and
limitations as the Committee may determine. No Grants may be made under this
Plan to non-employee directors of NGH, Nabisco or any of its Subsidiaries.
Grants may be granted singly, in combination or in tandem. The terms, conditions
and limitations of each Grant under the Plan shall be set forth in a Grant
Agreement, in a form approved by the Committee, consistent, however, with the
terms of the Plan; provided, however, such Grant Agreement shall contain
provisions dealing with the treatment of Grants in the event of the termination,
death or disability of a Participant, and may also include provisions concerning
the treatment of Grants in the event of a change of control of Nabisco.

5.     GRANTS

       From time to time, the Committee will determine the forms and amounts of
Grants for Participants. Such Grants may take the following forms in the
Committee's sole discretion:

       (a) INCENTIVE STOCK OPTIONS - These are stock options within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended ("Code"), to
purchase Common Stock. In addition to other restrictions contained in the Plan,
an option granted under this Section 5(a), (i) may not be exercised more than 10
years after the date it is granted, (ii) may not have an option price less than
the Fair Market Value of Common Stock on the date the option is granted, (iii)
must otherwise comply with Code Section 422, and (iv) must be designated as an
"Incentive Stock Option" by the Committee. The maximum aggregate Fair Market
Value of Common Stock (determined at the time of each Grant) with respect to
which any Participant may first exercise Incentive Stock Options under this Plan
and any Incentive Stock Options granted to the Participant for such year under
any plans of NGH, Nabisco or any Subsidiary in any calendar year is $100,000.
Payment of the option price shall be made in cash or in shares of Common Stock,
or a combination thereof, in accordance with the terms of the Plan, the Grant
Agreement, and of any applicable guidelines of the Committee in effect at the
time. No Participant may


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receive Grants of Incentive Stock Options in any calendar year to purchase more
than one million shares.

       (b) OTHER STOCK OPTIONS - These are options to purchase Common Stock
which are not designated by the Committee as "Incentive Stock Options". At the
time of the Grant the Committee shall determine, and shall have contained in the
Grant Agreement or other Plan rules, the option exercise period, the option
price, and such other conditions or restrictions on the grant or exercise of the
option as the Committee deems appropriate, which may include the requirement
that the grant of options is predicated on the acquisition of Purchase Stock
under Section 5(e) by the Optionee. In addition to other restrictions contained
in the Plan, an option granted under this Section 5(b), (i) may not be exercised
more than 15 years after the date it is granted and (ii) may not have an option
exercise price less than 50% of the Fair Market Value of Common Stock on the
date the option is granted. Payment of the option price shall be made in cash or
in shares of Common Stock, or a combination thereof, in accordance with the
terms of the Plan and of any applicable guidelines of the Committee in effect at
the time. Payment of the option price may also be made by tender of an amount
equal to the full exercise price which has been borrowed from Nabisco or one of
its Subsidiaries if the Participant also authorizes the concurrent sale of the
exercised Common Stock by a broker (through an arrangement established by
Nabisco, or one of its Subsidiaries, for Participants) and repays the borrowing,
all in accordance with any applicable guidelines of the Committee. No
participant may receive Grants of options in any calendar year to purchase more
than one million Shares.

       (c) STOCK APPRECIATION RIGHTS - These are rights that on exercise entitle
the holder to receive the excess of (i) the Fair Market Value of a share of
Common Stock on the date of exercise over (ii) the Base Value multiplied by
(iii) the number of rights exercised in cash, stock or a combination thereof as
determined by the Committee. Stock Appreciation Rights granted under the Plan
may, but need not be, granted in conjunction with an option under Paragraphs
5(a) or 5(b). The Committee, in the Grant Agreement or by other Plan rules, may
impose such conditions or restrictions on the exercise of Stock Appreciation
Rights as it deems appropriate, and may terminate, amend, or suspend such Stock
Appreciation Rights at any time. No Stock Appreciation Right granted under this
Plan may be exercised more than 15 years after the date it


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is granted. To the extent that any Stock Appreciation Right that shall have
become exercisable, but shall not have been exercised or canceled or, by reason
of any termination of employment, shall have become non-exercisable, it shall be
deemed to have been exercised automatically, without any notice of exercise, on
the last day of which it is exercisable, provided that any conditions or
limitations on its exercise are satisfied (other than (i) notice of exercise and
(ii) exercise or election to exercise during the period prescribed) and the
Stock Appreciation Right shall then have value. Such exercise shall be deemed to
specify that, the holder elects to receive cash and that such exercise of a
Stock Appreciation Right shall be effective as of the time of automatic
exercise. Stock Appreciation Rights will be granted for no consideration. No
Participant may receive Grants of more than one million Stock Appreciation
Rights in any calendar year.

       (d) RESTRICTED STOCK - Restricted Stock is a Grant of Common Stock or
stock units equivalent to Common Stock subject to such conditions and
restrictions as the Committee shall determine. Any rights to dividends or
dividend equivalents accruing due to a grant of Restricted Stock shall also be
determined by the Committee. The number of shares of Restricted Stock and the
restrictions or conditions on such shares shall be as the Committee determines,
in the Grant Agreement or by other Plan rules, and the certificate for the
Restricted Stock shall bear evidence of the restrictions or conditions. No
Participant may receive Grants of more than 100,000 shares of Restricted Stock
in any calendar year.

       (e) PURCHASE STOCK - Purchase Stock are shares of Common Stock offered to
a Participant at such price as determined by the Committee, the acquisition of
which may make him eligible to receive other grants under the Plan, including,
but not limited to, Stock Options; provided, however, that the price of such
Purchase Shares may not be less than 50% of the Fair Market Value of the Common
Stock on the date such shares of Purchase Stock are offered. No Participant may
receive Grants of more than one million shares of Purchase Stock in any calendar
year.

       (f) DIVIDEND EQUIVALENT RIGHTS - These are rights to receive cash
payments from Nabisco at the same time and in the same amount as any cash
dividends paid on an equal number of shares of Common Stock to shareholders of
record during the period such rights are effective.


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The Committee, in the Grant Agreement or by other Plan rules, may impose such
restrictions and conditions on the Dividend Equivalent Rights, including the
date such rights will terminate, as it deems appropriate, and may terminate,
amend, or suspend such Dividend Equivalent Rights at any time. No Participant
may receive Grants of Dividend Equivalent Rights on the equivalent of more than
one million Shares in any calendar year.

       (g) PERFORMANCE UNITS - These are rights to receive at a specified future
date, payment in cash or stock of an amount equal to all or a portion of the
value of a unit granted by the Committee. At the time of the Grant, in the Grant
Agreement or by other Plan rules, the Committee must determine the base value of
the unit, the performance factors applicable to the determination of the
ultimate payment value of the unit and the period over which Corporation
performance will be measured. The performance factors for any specific Grants
hereunder shall be determined in the discretion of the Committee, and may be
based on any of the following: price of Common Stock or the stock of any
affiliate, shareholder return; return on equity; return on investment; return on
capital; return on invested capital; economic profit; economic value added; net
income; cash net income; free cash flow; earnings per share; cash earnings per
share; operating company contribution or market share. These factors must
include a minimum performance standard for the Corporation below which no
payment will be made and may include a maximum performance level above which no
increased payment will be made. No Participant may receive Grants of Performance
Units in any calendar year with a maximum payment (if maximum performance level
is attained) in excess of $8 million. The term over which Corporation
performance will be measured shall not exceed ten years.

       (h) PERFORMANCE SHARES - These are rights to receive at a specified
future date, payment in cash or Common Stock, as determined by the Committee, of
an amount equal to all or a portion of the Fair Market Value for all days that
the Common Stock is traded during the last forty-five (45) days of the specified
period of performance of a specified number of shares of Common Stock at the end
of a specified period based on Corporation performance during the period. At the
time of the Grant, the Committee, in the Grant Agreement or by Plan rules, will
determine the factors which will govern the portion of the rights so payable and
the period over which Corporation performance will be measured. The performance
factors for any specific Grants


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hereunder shall be determined in the discretion of the Committee, and may be
based on any of the following: return on equity; net income; cash net income;
free cash flow; earnings per share; cash earnings per share; or operating
company contribution. The factors will be based on Corporation performance and
must include a minimum performance standard for the Corporation below which no
payment will be made and a maximum performance level above which no increased
payment will be made. No Participant may receive Grants of Performance Shares in
any calendar year with a maximum payment (if the maximum performance level is
attained) of more than 300,000 Shares (or its cash equivalent). The term over
which Corporation performance will be measured shall be not less than six
months. Performance Shares will be granted for no consideration.

       (i) OTHER STOCK-BASED GRANTS - The Committee may make other Grants under
the Plan pursuant to which shares of Common Stock (which may, but need not, be
shares of Restricted Stock pursuant to Paragraph 5(d)), are or may in the future
be acquired, or Grants denominated in stock units, including ones valued using
measures other than market value. Other Stock-Based Grants may be granted with
or without consideration; provided, however, that the price of any such Grant
made for consideration that provides for the acquisition of shares of Common
Stock or other equity securities of the Corporation may not be less than 50% of
the Fair Market Value of the Common Stock or such other equity securities on the
date of grant of such Grant. Such Other Stock-Based Grants may be made alone, in
addition to or in tandem with any Grant of any type made under the Plan and must
be consistent with the purposes of the Plan. No Participant may receive Other
Stock-Based Grants of more than one million shares in any calendar year.

6.     LIMITATIONS AND CONDITIONS

       (a) The number of Shares available for Grants under this Plan shall be
28.3 million shares of the authorized Common Stock as of the effective date of
the Plan. The number of Shares subject to Grants under this Plan to any one
Participant during the term of this Plan shall not be more than 10 million
shares. No more than 1% of the authorized Common Stock as of the effective date
of the Plan may be granted as Incentive Stock Options as described in Paragraph
5(a). Shares related to Grants that are forfeited, terminated, canceled, expire
unexercised, settled


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in cash in lieu of stock or in such manner that all or some of the Shares
covered by a Grant are not issued to a Participant, shall immediately become
available for Grants; provided, however, that the number of Shares available for
Grants shall be limited to the extent necessary to satisfy Section 16 of the
Exchange Act. Subject to the overall limitation on the number of shares of
Common Stock that may be delivered under this Plan, the Committee may use
available shares of Common Stock as the form of payment for compensation, grants
or rights earned or due under any other compensation plans or arrangements of
Nabisco, including the plan of any entity acquired by Nabisco.

       (b) No Grants shall be made under the Plan beyond ten years after the
effective date of the Plan, but the terms of Grants made on or before the
expiration thereof may extend beyond such expiration. At the time a Grant is
made or amended or the terms or conditions of a Grant are changed, the Committee
may provide for limitations or conditions on such Grant.

       (c) Nothing contained herein shall affect the right of the Corporation to
terminate any Participant's employment at any time or for any reason.

       (d) Deferrals of Grant payouts may be provided for, at the sole
discretion of the Committee, in the Grant Agreements.

       (e) Except as otherwise prescribed by the Committee, the amounts of the
Grants for any employee of a Subsidiary, along with interest, dividend, and
other expenses accrued on deferred Grants shall be charged to the Participant's
employer during the period for which the Grant is made. If the Participant is
employed by more than one Subsidiary or by both Nabisco and a Subsidiary during
the period for which the Grant is made, the Participant's Grant and related
expenses will be allocated between the companies employing the Participant in a
manner prescribed by the Committee.

       (f) No benefit under the Plan shall, prior to receipt thereof by the
Participant, be in any manner liable for or subject to the debts, contracts,
liabilities, engagements, or torts of the Participant.

       (g) Except to the extent otherwise provided in any other retirement or
benefit plan, any grant under this Plan shall not be deemed compensation for
purposes of computing benefits or contributions under any retirement plan of
Nabisco or its Subsidiaries and shall not affect any


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benefits under any other benefit plan of any kind or subsequently in effect
under which the availability or amount of benefits is related to level of
compensation. This Plan is not a "Retirement Plan" or "Welfare Plan" under the
Employee Retirement Income Security Act of 1974, as amended.

       (h) Unless the Committee determines otherwise, no benefit or promise
under the Plan shall be secured by any specific assets of Nabisco or any of its
Subsidiaries, nor shall any assets of Nabisco or any of its Subsidiaries be
designated as attributable or allocated to the satisfaction of Nabisco's
obligations under the Plan.

       (i) In the event of a Participant's death, the right to receive benefits
or exercise awards shall pass to the beneficiary designated by the Participant
for this purpose under the Plan. If the Participant has not designated a
beneficiary under the Plan, the right to receive benefits or exercise awards
shall pass to the Participant's spouse and, if the Participant does not have a
spouse at the date of death, to the Participant's designated beneficiary under
the Company's SELECT Core Life Insurance Plan.

7.     TRANSFERS AND LEAVES OF ABSENCE

       For purposes of the Plan: (a) a transfer of a Participant's employment
without an intervening period of separation from Nabisco to a Subsidiary or vice
versa, or from one Subsidiary to another, shall not be deemed a termination of
employment, and (b) a Participant who is granted in writing a leave of absence
shall be deemed to have remained in the employ of the Corporation during such
leave of absence.

8.     ADJUSTMENTS

       (a) In the event of any change in the outstanding Common Stock by reason
of a stock split, spin-off, stock dividend, stock combination or
reclassification, recapitalization or merger, or similar event, the Committee
may adjust appropriately the number of Shares subject to the Plan and available
for or covered by Grants and Share prices related to outstanding Grants and make
such other revisions to outstanding Grants as it deems are equitably required.


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       (b) In the event of a Change of Control (as defined in paragraph 8 (c)
hereof), except as otherwise set forth in the terms of a Grant:

           (i)   Stock options granted pursuant to paragraphs 5 (a) or 5 (b)
                 hereof shall become fully vested and exercisable (subject to
                 paragraph 5 (b) (iii)); provided; however, that the Committee
                 may elect to make a cash payment to Participants in lieu of the
                 delivery of shares upon exercise, equal to the product of (x)
                 and (y), where (x) is the excess of the fair market value of
                 Common Stock on the date of exercise over the exercise price,
                 and (y) is the number of Shares subject to the stock options
                 being exercised;

           (ii)  Stock Appreciation Rights granted pursuant to paragraph 5 (c)
                 hereof shall become fully vested and exercisable;

           (iii) Performance Units granted pursuant to paragraph 5 (g) hereof
                 whose performance periods ends after the date of the Change of
                 Control shall become vested as to a percentage of performance
                 units granted equal to the number of months (including partial
                 months) in the performance period before the date of the Change
                 of Control, divided by the total number of months in the
                 performance period. The value of the performance units shall be
                 equal to the greater of the target value of the units or the
                 value derived from the actual performance as of the date of the
                 Change of Control; and

           (iv)  the Committee shall have authority to establish or revise the
                 terms of any other Grant as it, in it's discretion, deems
                 appropriate; provided; however, that the Committee may not make
                 revisions that are adverse to the Participant without the
                 Participant's consent unless such revision is provided for or
                 contemplated in the terms of the Grant.

       (c) As used herein, a "Change of Control" shall occur on the date upon
which one of the following events occurs (except as otherwise provided in
paragraph (iii) below):

           (i)   Any 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 the Corporation, NGH or any of their


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                 Subsidiaries, or any employee benefit plan(s) sponsored by the
                 Corporation, NGH or any of their subsidiaries, 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 of the Corporation or NGH outstanding
                 securities ordinarily having the right to vote at elections of
                 directors;

           (ii)  Individuals who constitute the Board of Directors of either the
                 Corporation or NGH on January 1, 2000 (each such Board the
                 "Incumbent Board") cease for any reason to constitute at least
                 a majority of the Board of the Corporation or NGH, as the case
                 may be, provided that any person becoming a director subsequent
                 to such date hereof whose election, or nomination for election
                 by the Corporation's or NGH's shareholders, as the case may be,
                 was approved by a vote of at least three-quarters of the
                 directors comprising that Incumbent Board (either by a specific
                 vote or by approval of the proxy statement of the Corporation
                 or NGH, as the case may be, in which such person is named a
                 nominee of the Corporation or NGH, as the case may be, but
                 excluding for this purpose any such individual whose initial
                 assumption of office occurs as a result of either an actual or
                 threatened election contest (as such terms are used in Rule
                 14a-11 of Regulation 14A promulgated under the Exchange Act) or
                 other actual or threatened solicitation of proxies or consents
                 by or on behalf of an individual, corporation, partnership,
                 group, associate or other entity of "person" other than the
                 Corporation's or NGH's Board, as the case may be, shall be, for
                 purposes of this paragraph (ii), considered as though such
                 person were a member of the Incumbent Board.

           (iii) The approval by the shareholders of the Corporation or NGH, as
                 the case may be, of a plan or agreement providing (A) for a
                 merger or consolidation of the Corporation or NGH, as the case
                 may be, other than with a wholly-owned subsidiary or with NGH,
                 the Corporation or any of their subsidiaries, and other than a
                 merger or consolidation that would result in the voting
                 securities of the


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                 Corporation or NGH, as the case may be, 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 the Corporation or NGH, as the case
                 may be, of such surviving entity outstanding immediately after
                 such merger or consolidation or (B) for a sale, exchange or
                 other disposition of all or substantially all of the assets of
                 the Corporation or NGH. If any of the events enumerated in this
                 paragraph (iii) occurs, the Corporation's Board of Directors
                 shall determine the effective date of the Change of Control
                 resulting therefrom.

       For purposes hereof, "Subsidiary" of the Corporation or NGH means any
entity of which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons performing
similar functions are at the time directly or indirectly owned by the
Corporation or NGH, as the case may be.

9.     AMENDMENT AND TERMINATION

       The Committee shall have the authority to make such amendments to any
terms and conditions applicable to outstanding Grants as are consistent with
this Plan provided that, except for adjustments under Paragraph 8 hereof, no
such action shall modify such Grant in a manner adverse to the Participant
without the Participant's consent except as such modification is provided for or
contemplated in the terms of the Grant.

       The Board of Directors may amend, suspend or terminate the Plan.

10.    FOREIGN OPTIONS AND RIGHTS

       (a) The Committee may make Grants to employees who are subject to the tax
laws of nations other than the United States, which Grants may have terms and
conditions that differ from the terms thereof as provided elsewhere in the Plan
for the purpose of complying with the foreign tax laws. Grants of Options may
have terms and conditions that differ from Incentive Stock Options and Other
Stock Options for the purposes of complying with the foreign tax laws.


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       (b) The terms and conditions of Options granted under Paragraph 10(a) may
differ from the terms and conditions which the Plan would require to be imposed
upon Incentive Stock Options and Other Stock Options if the Committee determines
that the Grants are desirable to promote the purposes of the Plan for the
employees identified in Paragraph 10(a); provided that the Committee may not
grant such Options or Stock Appreciation Rights that do not comply with the
limitations of Paragraph 6.

11.    WITHHOLDING TAXES

       The Corporation shall have the right to deduct from any payment or
settlement made under the Plan any federal, state or local income or other taxes
required by law to be withheld with respect to such payment.

12.    EFFECTIVE DATE AND TERMINATION DATES

       The Plan shall be effective on and as of April 17, 1997, subject to
approval by the stockholders of Nabisco and shall terminate ten years later,
subject to earlier termination by the Board of Directors pursuant to Paragraph
9. The terms of Grants made on or before the expiration of the Plan shall extend
beyond such expiration. Grants made under the Plan prior to the Effective Date
shall be governed by the terms of the Plan as in effect on the date such Grant
was made.


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