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                                                                    Exhibit 10.5

                              EMPLOYMENT AGREEMENT

      AMENDMENT AND RESTATEMENT, made effective as of this 17th day of March,
2000, of the EMPLOYMENT AGREEMENT dated October 1, 1997, as amended, by and
between NABISCO, INC., a New Jersey corporation (the "Company"), and James E.
Healey ("the Executive").

                                    RECITALS

      WHEREAS, the Executive and RJR Nabisco, Inc., a Delaware corporation
("RJRN"), entered into the Employment Agreement dated October 1, 1997; and

      WHEREAS, the Executive, RJRN and the Company executed an Amendment to the
Employment Agreement as of May 1, 1999; and

      WHEREAS, the Company and the Executive agree that the Employment Agreement
should be further amended and restated, in order to more effectively provide the
Executive continued incentives to remain in the service of the Company or its
subsidiaries or affiliates;

      NOW, THEREFORE, in consideration of mutual incentives, it is hereby agreed
by and between the Company, Nabisco Holdings Corp. ("NHC") and Nabisco Group
Holdings Corp. ("NGH") and the Executive to amend and restate the Employment
Agreement, effective on the date first above written, as follows:

      1. Employment. The Executive agrees to devote the Executive's working time
exclusively to the performance of such services for the Company or NHC or any of
their Subsidiaries or Affiliates (each, as defined below) as may be assigned to
the Executive from time to time and to perform such services faithfully and to
the best of the Executive's ability except as the provisions of subsections
4(b)(i) or 4(b)(ii) shall apply.

      For purposes of this Agreement, (i) "Affiliate" means, with respect to the
Company, NHC or NGH, any person or entity directly or indirectly controlling,
controlled by, or under common control with the Company, NHC or NGH, as the case
may be, and (ii) "Subsidiary" of the Company, NHC 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 Company, NHC or
NGH, as the case may be.
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      2. Term of Agreement. Subject to Section 7(e) hereof, this Agreement shall
commence on the date hereof and shall remain in effect so long as the Executive
remains employed by the Company or NHC or any of their subsidiaries or any
successor organizations.

      3. Termination of Employment Without Compensation Continuance.

            (a) Termination for Cause. This Agreement shall immediately be
      terminated and neither party shall have any obligation hereunder if the
      Executive's employment is terminated for Cause (as defined below).

                  (i) At any time before a Change of Control (as defined below)
            or following the second anniversary of such Change of Control,
            termination for "Cause" shall mean termination by the Company of the
            Executive's employment resulting from the Executive's: (A) criminal
            dishonesty; (B) deliberate and continual refusal to perform
            employment duties on substantially a full-time basis; (C) deliberate
            and continual refusal to act in accordance with any specific lawful
            instructions of a majority of the Board of Directors of NHC (the
            "NHC Board"); or (D) deliberate misconduct which could be materially
            damaging to the Company without reasonable good faith belief by the
            Executive that such conduct was in the best interests of the
            Company.

                  (ii) Any purported termination for Cause under Section 3(a)(i)
            shall not be applicable unless (A) the Executive is advised in
            writing that the Executive is being terminated for Cause and, (B) if
            within fifteen (15) days thereafter the Executive submits to the
            Chief Executive Officer of the Company a written objection to such a
            determination, the Compensation Committee of the NHC Board at or
            before its next regularly scheduled meeting determines by majority
            vote that the Executive has been terminated for Cause.

                  (iii) During the two (2) year period beginning on a Change of
            Control, termination for "Cause" shall mean termination by the
            Company of the Executive's employment resulting from the
            Executive's: (A) willful and continued failure substantially to
            perform employment duties with the Company or any Subsidiary or
            Affiliate (other than as a result of total or partial incapacity due
            to physical or mental illness or as a result of a termination by the
            Executive for Good Reason (as defined below)) after a written demand
            for substantial performance is delivered to the Executive by the NHC
            Board, which demand specifically identifies the manner in which the
            NHC Board believes that the Executive has not substantially
            performed the Executive's duties; (B) the willful engaging by the
            Executive in conduct which is demonstrably and materially injurious
            to NHC, NGH or the Company, monetarily or otherwise; or (C) the
            Executive's conviction of a


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            felony under the laws of the United States, any state or any other
            country or political sub-division thereof involving moral turpitude.
            For purposes of this paragraph (iii), no act or failure to act on
            the Executive's part shall be deemed "willful" unless done or
            omitted to be done by the Executive not in good faith and without
            reasonable belief that the Executive's action or omission was in the
            best interest of the Company. Notwithstanding the foregoing, the
            Executive shall not be deemed to have been terminated for Cause
            under this paragraph (iii) unless and until there shall have been
            delivered to the Executive documentation of the affirmative vote
            (which cannot be delegated) of not less than three-quarters (3/4) of
            the entire membership of the NHC Board of Directors at a meeting of
            the NHC Board called and held for such purpose (after reasonable
            notice to the Executive and an opportunity for the Executive,
            together with the Executive's counsel, to be heard before the NHC
            Board), finding that in the good faith opinion of the NHC Board the
            Executive was guilty of conduct set forth above in subclauses (A),
            (B) or (C) above, specifying the particulars thereof in detail.

            (b) Voluntary Termination of Employment by the Executive. The
      Executive reserves the right to terminate voluntarily the Executive's
      employment at any time for any reason. Upon such a termination other than
      a termination pursuant to Section 4(b), all obligations of the Company
      hereunder shall be cancelled automatically, and the Executive shall not be
      entitled to any form of Compensation Continuance under this Agreement,
      including that described in Section 5 below.

            (c) Disability. The event of physical or mental disability of a
      nature that entitles the Executive to benefits under the Company's
      Long-Term Disability Plan is not a termination of employment under any
      section of this Agreement. As such, disability shall not qualify the
      Executive for the Compensation Continuance described herein unless the
      Executive is terminated under Section 4(a) or Section 4(b)(i).

            (d) Death. In the event of the Executive's death prior to
      Involuntary Termination, this Agreement will be null and void.

      4. Termination With Compensation Continuance.

            (a) Involuntary Termination Without Cause by the Company.

                  (i) The Company reserves the right to terminate the employment
            of the Executive at any time for any reason subject to providing the
            compensation and benefits described herein. Except as provided in
            Section 6, the Company will provide the Executive with the
            Compensation Continuance described in Section 5 hereof if the
            Executive is involuntarily separated from active employment without
            Cause by the Company ("Involuntary Termination").


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                  (ii) The divestiture of the operating company employing the
            Executive, and the assignment of the obligations of the Company
            under this Agreement to such operating company, or its successor or
            acquiror, in connection with the divestiture of either all, or
            substantially all, the shares or assets of such operating company
            shall not automatically be an Involuntary Termination unless such
            divestiture and assignment would result in an Involuntary
            Termination under Section 4(b) hereof.

                  (iii) The transfer of the Executive's employment to any
            company that owns at least 50% of the voting power of the Company,
            or any subsidiary of such company (an "Affiliated Company"), shall
            not automatically be deemed an Involuntary Termination unless such
            transfer would result in an Involuntary Termination under Section
            4(b) hereof.

            (b) Deemed Involuntary Termination Without Cause by the Company.

                  (i) At any time before a Change of Control or following the
            second anniversary of a Change of Control, Involuntary Termination
            shall be deemed to occur if the Executive voluntarily terminates
            employment after: (A) the total amount of the Executive's base
            salary, annual bonus and long term incentive opportunity under the
            Annual Incentive Award Plans (or other annual incentive plans) of
            NGH or NHC, as the case may be, (collectively, as in effect from
            time to time, the "AIAPs") and Long Term Incentive Plans (or other
            long term incentive plans) of NGH or NHC, as the case may be
            (collectively, as in effect from time to time, the "LTIPs") is at
            any time reduced by more than 20% without the Executive's consent,
            provided, however, nothing herein shall be construed to guarantee
            the Executive's target award if performance is below target; (B) the
            Executive's job responsibilities are substantially reduced in
            importance without the Executive's consent or the Company fails to
            guarantee the obligations hereunder as required by Section 7(d); or
            (C) the Executive, without the Executive's consent, is at any time
            required as a condition of continued employment to relocate more
            than thirty-five (35) miles from the Executive's then current place
            of employment. Unless the Executive provides written notification of
            the Executive's non-consent to an event in (A), (B) or (C) above
            within ninety (90) days after the occurrence of such event, the
            Executive shall be deemed to have consented to the occurrence of
            such event and no deemed Involuntary Termination shall occur. If the
            Executive provides written notice of the Executive's non-consent to
            any of the events in (A), (B) or (C) above within ninety (90) days
            after the occurrence of such event, the Executive shall be deemed to
            have been Involuntarily Terminated ninety (90) days after receipt of
            such written notice by the Company.


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                  (ii) At any time during the two (2) year period beginning on a
            Change of Control, Involuntary Termination shall be deemed to occur
            if the Executive voluntarily terminates employment after an event of
            "Good Reason". For purposes of this Agreement "Good Reason" shall
            mean, without the Executive's express written consent, any of the
            following:

                        (A) Any reduction in the Executive's duties, any
                  diminution in the Executive's position or any adverse change
                  in the Executive's reporting relationship from those in effect
                  immediately prior to the Change of Control;

                        (B) Any reduction in the Executive's base salary, grade
                  or annual bonus or long term incentive 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
                  or benefit plan in which the Executive participates or is
                  entitled to participate in at the time of the Change of
                  Control, including but not limited to the relevant LTIP, the
                  relevant AIAP, any defined benefit or defined contribution
                  plan or related supplemental plans, or any substitute plans
                  adopted prior to the Change of Control, unless an equitable
                  arrangement (embodied in an ongoing substitute or alternative
                  plan providing the Executive with substantially similar
                  benefits) has been made with respect to such plan in
                  connection with the Change of Control, or the failure to
                  continue the Executive's participation therein on
                  substantially the same basis, both in terms of the amount of
                  the benefits provided and the level of the Executive's
                  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 reduce any of the benefits to be provided under
                  Section 5 or any benefits thereunder or any compensation or
                  benefit plan of the Company, NGH or NHC including, without
                  limitation the LTIPs, the AIAPs and the Company's Deferred
                  Compensation Plan or deprive the Executive of or reduce any
                  benefits or amounts with respect to any perquisite or any
                  material fringe benefit enjoyed by the Executive at the time
                  of the Change of Control, or the failure to provide the
                  Executive with the number of paid vacation days to which the
                  Executive is entitled on the basis of the Company's practice
                  with respect to the Executive as in effect at the time of the
                  Change of Control;


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                        (E) Any material breach by the Company, NGH or NHC of
                  any provision of this Agreement including, but not limited to
                  any provision of Section 5, any benefits thereunder or any
                  compensation, benefit or perquisite plan of the Company, NGH
                  or NHC including, without limitation the LTIPs, the AIAPs and
                  the Company's Deferred Compensation Plan, or any agreements
                  entered into pursuant thereto;

                        (F) Any purported termination of Executive's employment
                  which is not effected pursuant to a Notice of Termination
                  satisfying the requirements of subsection (c) below; provided
                  further that for purposes of this Agreement, no such purported
                  termination shall be effective; or

                        (G) Requiring the Executive to be based at any office or
                  location more than thirty-five (35) miles from the office or
                  location at which the Executive was based immediately prior to
                  such Change of Control, except for travel reasonably
                  consistent with the Executive's travel requirements prior to
                  such Change of Control;

                        If the Executive provides written notice of the
                  Executive's non-consent to any of the events in (A), (B), (C),
                  (D), (E), (F) or (G), above within 180 days after the
                  occurrence of any such event, the Executive shall be deemed to
                  have been Involuntarily Terminated upon the earlier of the
                  date set forth in Executive's Notice of Termination or 181
                  days after the occurrence of such event.

                  (iii) 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 (C) below):

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

                        (B) Individuals who constitute the Board of either NHC
                  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 NHC 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 NHC or NGH
                  shareholders, as the case may


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                  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 NHC or
                  NGH, as the case may be, in which such person is named a
                  nominee of NHC 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 or "person" other than the NHC or
                  NGH Board, as the case may be, shall be, for purposes of this
                  paragraph (B), considered as though such person were a number
                  of the Incumbent Board.

                        (C) The approval by the shareholders of NHC or NGH, as
                  the case may be, of a plan or agreement providing (I) for a
                  merger or consolidation of NHC or NGH, as the case may be,
                  other than with a wholly-owned subsidiary or with NGH, NHC or
                  any of their subsidiaries, and other than a merger or
                  consolidation that would result in the voting securities of
                  NHC 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 NHC or NGH, as the case may
                  be, of such surviving entity outstanding immediately after
                  such merger or consolidation or (II) for a sale, exchange or
                  other disposition of all or substantially all of the assets of
                  NHC or NGH. If any of the events enumerated in this paragraph
                  (C) occurs, the NHC Board shall determine the effective date
                  of the Change of Control resulting therefrom.

             (c) (i) Any purported termination of the Executive's employment by
      the Company or by the Executive shall be communicated by written Notice of
      Termination to the other party hereto in accordance with Section 7(b)
      hereof. For purposes of this Agreement, (A) during the twenty-four (24)
      month period beginning on a Change of Control a "Notice of Termination" by
      the Company shall mean, and (B) prior to, and following the second
      anniversary of, a Change of Control a "Notice of Termination" by the
      Executive 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 Executive's employment under the provision so
      indicated.


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                  (ii) "Date of Termination" shall mean (i) if the Executive's
            employment is terminated for Disability, thirty (30) days after
            Notice of Termination is given (provided that the Executive shall
            not have returned to the full-time performance of the Executive's
            duties during such thirty (30) day period), (ii) if the Executive's
            employment is terminated by reason of the Executive's death, the
            date of the Executive's death, (iii) if the Executive's employment
            is terminated by reason of the Executive's Retirement, for Cause,
            Involuntary Termination or for any other reason (other than
            Disability or death), the date specified in the Notice of
            Termination (which (A) in the case of a termination for Cause during
            the two (2) year period beginning on 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 and (B) in the case of the
            Executive's voluntary termination (other than pursuant to Section
            4(b) and other than during the two (2) year period beginning on a
            Change of Control) shall not be less than three (3) months after the
            date such Notice of Termination is given).

      5. Compensation Continuance Under This Agreement.

            (a) Compensation Period. If at any time during the term of this
      Agreement the Executive has an Involuntary Termination pursuant to Section
      4, subject to Section 6(g), if applicable, the Executive will be provided
      with Compensation Continuance as provided in this Section 5.

            (b) Cash Compensation.

                  (i)(A) Upon an Involuntary Termination prior to, or after the
            second anniversary of, a Change of Control, the Executive will be
            entitled to cash compensation equal to two (2) year's Full Pay,
            calculated as described below, payable in equal monthly installments
            over the Compensation Period (as defined below), each installment
            representing 1/18th of one year's Full Pay (as defined below). One
            year's "Full Pay" is the sum of (x) plus (y), where (x) is the
            Executive's highest annual rate of base salary in effect during the
            twelve (12) month period prior to the Executive's Involuntary
            Termination and (y) is the annual target amount of the Executive's
            annual bonus under the relevant AIAP and/or LTIP for the calendar
            year in which the Executive's employment terminated (or, if greater,
            the amount of such actual award for the next preceding calendar year
            of full-time employment). For all purposes of this Agreement,
            "Compensation Period" shall mean the three (3) year period
            commencing on the Date of Termination.


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                        (B) Upon an Involuntary Termination during the two (2)
            year period beginning on a Change of Control, the Executive will be
            entitled to a lump sum payment within fifteen (15) business days
            following the date of such Involuntary Termination equal to twice
            the sum of (u), (v) and (w), where (u) is the greater of the
            Executive's annual base salary as in effect immediately prior to
            such Termination or immediately prior to such Change of Control
            (such greater amount, the "Base Salary"), (v) is the greater of the
            Executive's annual target bonus under the relevant AIAP and/or LTIP
            immediately prior to such Termination or immediately prior to the
            Change of Control or ("Target Amount") and (w) is 1.5 times the
            greater of the annual perquisite allowance applicable to the
            Executive under the Nabisco Flexible Perquisite Program (the
            "Program") as in effect immediately prior to such Termination or
            immediately prior to such Change of Control (such greater amount,
            the "Allowance"). The sum of Base Salary, Target Amount and
            Allowance are hereinafter referred to as "Base Cash". For purposes
            of this Agreement, "Compensation Period" shall mean the three (3)
            year period commencing on the Date of Termination.

                  (ii) Cash compensation paid pursuant to this Section 5(b)
            shall be subject to all required payroll deductions.

            (c) Annual Incentive and Retention Plan Awards.

                  (i) Upon an Involuntary Termination prior to, or after the
            second anniversary of, a Change of Control, the Executive will be
            paid at the time of such Involuntary Termination a portion of the
            Executive's annual bonus under the relevant AIAP and/or LTIP, based
            upon the target award for the year in which the Executive's
            Involuntary Termination occurs, prorated for the Executive's active
            employment during such year. Except as stated in the foregoing
            sentence, all provisions of the relevant AIAP and/or LTIP shall be
            applicable to the Executive.

                  (ii) Upon an Involuntary Termination prior to, or after the
            second anniversary of, a Change of Control, all provisions of NHC's
            1999 Retention Program (the "1999 Program") shall be applicable to
            the Executive.

                  (iii) Upon an Involuntary Termination during the two (2) year
            period beginning on a Change of Control, the Company shall pay to
            the Executive, not later than fifteen (15) business days following
            the Date of Termination, a lump sum cash payment equal to the sum of
            (A) and (B), where (A) is Executive's AIAP Vested Amount for such
            plan year and (B) is the sum of (x) and (y) where (x) is the
            Executive's Vested 1999 Program Award Amount and (y) is the
            Executive's Earned 1999 Program Amount (each as defined in Exhibit
            A) as of the Date of Termination.


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            (d) Long Term Incentive Plan Awards. The treatment of long term
      incentive awards during the Compensation Period shall be determined
      pursuant to the terms of the relevant LTIP and related award agreements;
      provided, however, that for such purposes, the Compensation Period shall
      be treated as a period of salary and benefit continuance.

            (e) Welfare Benefits. During the Compensation Period the Executive
      will be provided the welfare benefits and other fringe benefits afforded
      by the employee benefit plans and programs maintained by the Company in
      which the Executive participated immediately prior to Involuntary
      Termination.

            (f) Retirement and Savings Plans.

                  (i) If Executive was participating in any Retirement Plan or
            Savings Plan (each as defined in Exhibit A) immediately prior to an
            Involuntary Termination prior to, or after the second anniversary
            of, a Change of Control, the Executive will continue to accrue or be
            deemed to accrue benefits during the Compensation Period under such
            Retirement Plans and Savings Plans for purposes of benefit accrual
            and employer matching contributions, as applicable, based on the
            same formula and matching amount as in effect immediately prior to
            such Termination. If the Executive will have attained age 50 at the
            end of the Compensation Period with 10 years of service (including
            the Compensation Period), the Executive will, subject to the
            conditions of Paragraph 6, be deemed retired with the consent of the
            Company for the purposes of welfare and executive compensation plans
            but not for the purposes of any Retirement or Savings Plan.
            Notwithstanding any provision herein to the contrary, upon such a
            Termination pension benefits under any Retirement Plan based on
            "Average Final Compensation" will be calculated applying the rate of
            one year's Full Pay and the Executive's Annual Flexible Perquisite
            Allowance for each year in the Compensation Period.

                  (ii) If Executive was participating in any Retirement Plan
            immediately prior to an Involuntary Termination during the two (2)
            year period beginning on a Change of Control, the Executive will be
            deemed to accrue benefits during the Compensation Period under such
            Retirement Plans for purposes of benefit accrual based on the same
            formula as in effect immediately prior to such Termination. If the
            Executive will have attained age 50 at the end of the Compensation
            Period with 10 years of service (including the Compensation Period),
            the Executive will, subject to the conditions of Paragraph 6, be
            deemed retired with the consent of the Company for the purposes of
            welfare and executive compensation plans but not for the purposes of
            any Retirement. Notwithstanding any provision herein to the
            contrary, upon such a Termination pension benefits under any
            Retirement Plan based on "Average Final Compensation" will be
            calculated applying the rate of one year's Base Cash for each year
            in the Compensation Period.


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            (g) Flexible Perquisite Program. During the Compensation Period, the
      Executive shall continue to receive benefits under the Program; provided,
      further, that in the event of an Involuntary Termination during the two
      (2) year period beginning on a Change of Control, ownership of the
      automobile assigned to the Executive immediately prior to such Termination
      shall be transferred to the Executive within fifteen (15) business days
      after such Termination. At the time of such transfer, the Company shall
      pay to the Executive 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.

            (h) Outplacement. During the Compensation Period, Executive will be
      provided with outplacement counseling services at Company expense;
      provided, however, this expense shall not exceed 18% of the amount of one
      year's Full Pay or Base Cash, as the case may be. This counseling shall
      include, but is not limited to, skill assessment, job market analysis,
      resume preparation, interviewing skills, job search techniques and
      negotiating.

6. Conditions on Compensation Continuance.

            (a) Availability and Consulting. Upon an Involuntary Termination
      prior to, or after the second anniversary of, a Change of Control, during
      the related Compensation Period the Executive shall provide consulting
      services to the Company on a reasonable basis subject to appropriate
      notice and reimbursement of all travel and other expenses. During the
      first six (6) months of such Compensation Period, the Executive may be
      required by the Company to provide up to fifteen (15) days of consultation
      during normal business hours and business days. When and if the Executive
      becomes employed on a full-time basis, either with another company or on a
      self-employed basis, the Executive's obligation to provide consulting
      services shall be limited by the requirements of such employment, and
      under appropriate circumstances, may be restricted to telephone
      conference.

            (b) Confidentiality and Conduct. The Executive warrants that the
      Executive will not disclose to any other person any confidential
      information or trade secrets concerning the Company or any of its
      subsidiaries at any time during or after the Compensation Period and upon
      an Involuntary Termination prior to, or after the second anniversary of, a
      Change of Control, the Executive will at all times refrain from taking any
      action or making any statements, written or oral, which are intended to
      and do disparage the goodwill or reputation of the Company, its directors,
      officers or executives or which could adversely affect the morale of
      Company employees.


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            (c) Breach of Conditions. In the event that the Executive
      unreasonably refuses to provide consulting services to the extent required
      under paragraph (a) above or materially violates the terms and conditions
      of paragraph (b) above, the Company may, at its election upon ten (10)
      days notice, terminate any ongoing Compensation Period, discontinue cash
      compensation payments and employee benefits coverage and cancel any
      outstanding stock options or restricted stock. The Company may also
      initiate any form of legal action it may deem appropriate seeking damages
      or injunctive relief with respect to any material violations of paragraph
      (b) above.

            (d) Non-Competition. Any Compensation Period resulting from an
      Involuntary Termination prior to, or after the second anniversary of, a
      Change of Control shall be terminated if the Executive, without the
      Company's written approval, accepts a substantially similar or higher
      executive position, paying a substantially comparable or greater level of
      cash compensation, with any company (other than an Affiliate of the
      Company) conducting a business which is substantially competitive with a
      business conducted by the Company. Alternatively, the Company may, in its
      discretion, appropriately reduce the Executive's cash compensation and
      employee benefits coverage for the balance of such Compensation Period.

            (e) Employment With Another Employer During Compensation Period.
      Except as otherwise provided in this Section 6, if the Executive commences
      employment with another employer during a Compensation Period commencing
      prior to, or after the second anniversary of, a Change of Control, the
      Executive will continue to receive the compensation continuance provided
      under Section 5 for the balance of such Compensation Period, except that,
      unless otherwise required by law, benefits under the Company's Employee
      Benefits Plans, including the Program, if applicable, shall be
      appropriately terminated or offset to the extent the same are provided by
      the other employer.

            (f) Other Severance Benefits. The Executive is entitled to no form
      of severance benefits, including benefits otherwise payable under any of
      the Company's regular severance policies, other than those set forth or
      made applicable by reference in this Agreement. Notwithstanding the
      foregoing, the Executive will at the time of termination of employment be
      eligible for any form of post-retirement benefit provided under the
      Company's qualified Employee Benefits Plans, including retiree medical
      benefits, as any other employee upon retirement with the same age and
      service. Nothing contained in this Agreement shall adversely affect the
      Executive's rights to accrued vested pension benefits or the Executive's
      right to receive previously deferred awards or amounts under any of the
      Company's short and long term incentive award programs or deferred
      compensation plans or perquisite programs.


                                       12
<PAGE>

            (g) Release and Waiver of Claims. In consideration of the
      compensation and benefits continuance available pursuant to this
      Agreement, upon an Involuntary Termination prior to, or after the second
      anniversary of, a Change of Control the Executive agrees to execute a
      release, in form and substance reasonably acceptable to the Executive and
      the Company, releasing the Company, NHC and NGH from all claims and
      liabilities relating to such Termination and the Company's employment of
      the Executive.

            (h) Disability. In the event the Executive is eligible for benefits
      under the Company's Short Term or Long Term Disability Plan during the
      Executive's Compensation Period, any Compensation Continuance will be
      suspended while disability benefits are paid from any Company plan and
      resumed when such disability payments cease. All other provisions of this
      Agreement shall remain in effect notwithstanding the Executive's
      disability.

            (i) Death. In the event of the Executive's death subsequent to
      commencement of the Executive's Compensation Period hereunder, the balance
      of Compensation Continuance will be paid to the Executive's beneficiary in
      a lump sum. "Beneficiary" shall mean the Executive's designated
      beneficiary under the Executive's Executive Program life insurance or, if
      not so eligible, the Executive's core life insurance benefit under the
      Company's plans.

            (j) No Mitigations. Notwithstanding anything to the contrary in this
      Agreement, the Executive shall not be required to mitigate the amount of
      any payment provided for in Section 5 by seeking other employment or
      otherwise, nor, except under coordination of benefit rules in connection
      with certain welfare benefits under Section 5(e), shall the amount of any
      payment or benefit provided for in Section 5 hereof be reduced by any
      compensation earned by the Executive as the result of employment by
      another employer or by retirement benefits after the Date of Termination
      of employment, or otherwise.

      7. General Provisions.

            (a) Limited Right of Appeal. If the Executive's Compensation Period
      is terminated pursuant to Section 6, the Executive may, within fifteen
      (15) days after mailing of notice thereof to the Executive, submit to the
      Chief Executive Officer of the Company a written objection to such
      termination. In such event, the Compensation Committee of the NHC Board at
      or before its next regularly scheduled meeting must determine by majority
      vote that termination of the Compensation Period was appropriate or,
      failing that, the Compensation Period must be reinstated with full
      retroactive effect.


                                       13
<PAGE>

            (b) Notices. All notices hereunder shall be in writing and deemed
      given if delivered by hand and receipted or if mailed by registered mail,
      return receipt requested. Notices to the Company shall be directed to the
      Corporate Secretary at the Company's headquarters offices. Notices to the
      Executive shall be directed to the Executive's last known home address.

            (c) Limited Waiver. The waiver by any party hereto of a violation of
      any of the provisions of this Agreement, whether express or implied, shall
      not operate or be construed as a waiver of any subsequent violation of any
      such provision.

            (d) No Assignment. Except as provided herein, no right, benefit,
      obligation or interest hereunder shall be subject to assignment,
      encumbrance, charge, pledge, hypothecation or set off by Executive or the
      Company. The Company, however, may assign its obligations hereunder in the
      event of the transfer of the Executive's employment to an Affiliated
      Company or the divestiture (whether by the sale of shares or assets) of
      the operating company employing the Executive. In the event the
      obligations of the Company under this Agreement are assigned to an
      employing Affiliated Company as contemplated by Section 4(a)(iii), the
      Company agrees to guarantee to Executive the obligations of such
      Affiliated Company under this Agreement. Except as provided in the
      preceding sentence, upon any permitted assignment of the Company's
      obligations hereunder, "Company" shall be deemed to refer to the assignee
      as the context may require.

            (e) Amendment. This Agreement may not be amended, modified or
      cancelled except by written agreement of the parties.

            (f) Severability. In the event that any provision or portion of this
      Agreement shall be determined to be invalid or unenforceable for any
      reason, the remaining provisions of this Agreement shall remain in full
      force and effect to the fullest extent permitted by law.

            (g) Binding Effect. This Agreement shall be binding upon and inure
      to the benefit of the Executive, the Company, its affiliates, and any
      successor organization or organizations which shall succeed to
      substantially all of the business and property of the Company, whether by
      means of merger, consolidation, acquisition of substantially all of the
      assets of the Company or otherwise, including by operation of law.

            (h) Unsecured Promise. Unless otherwise stated herein, no benefit or
      promise hereunder shall be secured by any specific assets of the Company.
      Unless otherwise stated herein, the Executive shall have only the rights
      of an unsecured general creditor of the Company in seeking satisfaction of
      such benefits or promises. Notwithstanding the foregoing, the Company 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 and, if so, the Executive shall be entitled to payments therefrom,
      if any, as and to the extent provided in such rabbi trust or trusts.


                                       14
<PAGE>

            (i) Governing Law. This Agreement has been made in and shall be
      governed and construed in accordance with the laws of the State of
      Delaware.

            (j) Entire Agreement. This Agreement sets forth the entire agreement
      and understanding of the parties hereto with respect to the matters
      covered hereby. This Agreement supersedes and replaces any prior agreement
      with respect to employment, compensation continuation and the matters
      contained in this Agreement which the Executive may have had with the
      Company or any affiliate.

            (k) Legal Fees and Expenses.

                  (i) The Company shall pay to the Executive as incurred all
            legal and accounting fees and expenses incurred by the Executive as
            a result of the Executive's Involuntary Termination on or during the
            two (2) year period beginning on a Change of Control (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
            compensation-related plan, agreement or arrangement of the Company)
            unless the Executive's claim is found by an arbitral tribunal of
            competent jurisdiction to have been frivolous.

                  (ii) The Company shall pay to the Executive as incurred all
            legal and accounting fees and expenses incurred by the Executive
            during the two (2) year period beginning on a Change of Control as a
            result of both (A) the Executive's Involuntary Termination prior to
            such Change of Control and (B) the Company's refusal after such
            Change of Control to provide any right or benefit provided by this
            Agreement or any other compensation-related plan, agreement or
            arrangement of the Company in respect of such Termination, including
            all such fees and expenses, if any, in seeking to obtain or enforce
            any such right or benefit unless the Executive's claim is found by
            an arbitral tribunal or court of competent jurisdiction to have been
            frivolous.

            (l) Certain AIAP and LTIP Change of Control Provisions.

                  (i) In the event of a Change of Control, the Executive will be
            paid within fifteen (15) business days following the date of such
            Change of Control a lump sum cash payment equal to the Executive's
            AIAP Vested Amount.

                  (ii) Upon a Change of Control, all stock options, shares of
            restricted stock, restricted stock units and restricted stock
            equivalents then held by the Executive under either LTIP shall
            become 100% vested and non-forfeitable on the date of such Change of
            Control and any restrictions thereon shall immediately lapse on such
            date.


                                       15
<PAGE>

            (m) Certain Payments.

                  (i) Anything herein to the contrary notwithstanding, in the
            event that it is determined that any payment or distribution by the
            Company to or for the Executive's benefit, whether paid or payable
            or distributed or distributable pursuant to the terms hereof,
            including but not limited to Section 7(l), or otherwise, other than
            any payment pursuant to this Section 7(m), (a "Payment"), would be
            subject to the excise tax imposed by Section 4999 of 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 the Executive
            shall be entitled to receive, within fifteen (15) business days
            following the determination described in Section 7(m)(ii) below, an
            additional payment ("Excise Tax Adjustment Payment") in an amount
            such that after payment by the Executive 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, the Executive shall retain an amount of the
            Excise Tax Adjustment Payment equal to the Excise Tax imposed upon
            the Payments.

                  (ii) All determinations required to be made under this Section
            7(m), including whether Excise Tax Adjustment Payment is required
            and the amount of such Excise Tax Adjustment Payment, shall be made
            by Deloitte & Touche LLP, or such other accounting firm as the
            Company may designate prior to a Change of Control, which shall
            provide to the Company and the Executive detailed supporting
            calculations within fifteen (15) business days of the date of the
            Executive's termination of employment. Except as hereinafter
            provided, any determination by Deloitte & Touche LLP, or such other
            accounting firm as the Company may designate prior to a Change of
            Control, shall be binding upon the Company and the Executive. 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 the Executive's benefit. In the event that the
            Executive discovers that an Overpayment shall have occurred, the
            amount thereof shall be promptly repaid to the Company.


                                       16
<PAGE>

            (n) 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 National Rules for the Resolution of Employment Disputes of the
      American Arbitration Association then in effect. The determination of the
      arbitral tribunal shall be conclusive and binding on the parties and
      judgment may be entered on the arbitrator's award in any court having
      jurisdiction.

            (o) Unconditional Obligation. The Company's obligations to make all
      payments and honor all commitments under this Agreement or otherwise
      following a Change of Control or in connection with an Involuntary
      Termination during the two (2) year period beginning on a Change of
      Control 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 the Company may
      have against the Executive.

            (p) Late Payments. To the extent that any payments required to be
      made hereunder following a Change of Control in connection with any
      Involuntary Termination occurring prior to the second anniversary of such
      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.


                                       17
<PAGE>

            (q) Actuarial Calculations. All required actuarial calculations of
      payments to be made hereunder shall be made by Watson Wyatt Worldwide, New
      York, New York, or such other actuarial firm as the Company may designate
      prior to a Change of Control.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                    NABISCO, INC.

                                    By: /s/ C. Michael Sayeau
                                       -------------------------------------
                                       C. Michael Sayeau
                                       Executive Vice President and
                                       Chief Personnel Officer


                                    NABISCO HOLDINGS CORP.

                                    By: /s/ C. Michael Sayeau
                                       -------------------------------------
                                       C. Michael Sayeau
                                       Executive Vice President and
                                       Chief Personnel Officer


                                    NABISCO GROUP HOLDINGS, INC.

                                    By: /s/ James M. Kilts
                                       -------------------------------------
                                       James M. Kilts
                                       President and Chief Executive Officer


THE EXECUTIVE

/s/ James E. Healey
-------------------
James E. Healey


                                       18
<PAGE>

                                    EXHIBIT A
                                   DEFINITIONS

      AIAP Vested Amount means, as of a Change of Control or as of a Termination
Date during the two (2) year period beginning on a Change of Control, as the
case may be, an amount equal to the value of the Executive's target award under
the relevant 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 Date, 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.

      Earned 1999 Program Amount means, as of a Termination Date during the two
(2) year period beginning on a Change of Control, an amount equal to the
Executive's Retention Award or awards under the 1999 Program in respect of
calendar years ending prior to such Termination Date and not previously paid to
the Executive.

      Vested 1999 Program Amount means, as of a Termination Date during the two
(2) year period beginning on a Change of Control, an amount equal to the value
of the Executive's Retention Award under the 1999 Program in respect of the year
in which such Termination Date occurs.

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

      Savings Plans means the Capital Investment Plan of Nabisco, Inc., the
Additional Benefits Plan of Nabisco, Inc. and participating Companies and the
Supplemental Benefits Plan of Nabisco, Inc. and participating Companies, and
such other plans as the Board may hereafter determine.