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                                                                Exhibit 10.12(a)

                                                         AS AMENDED AND RESTATED
                                                   (EFFECTIVE NOVEMBER 16, 1998)

                  DEFERRED COMPENSATION PLAN FOR NHC DIRECTORS

                                    ARTICLE I

      1.1 NAME AND PURPOSE. The name of this plan is the "Deferred Compensation
Plan for NHC Directors" (the "Plan"). Its purpose is to provide non-employee
Directors of the Company with increased flexibility in timing the receipt of
board service fees and to assist the Company in attracting and retaining
qualified individuals to serve as Directors.

      1.2 DEFINITIONS. Whenever used in the Plan, the following terms shall have
the meaning set forth below:

      (a)   "Closing Price" means the closing price of Common Stock, as reported
            in THE WALL STREET JOURNAL.

      (b)   "Common Stock" means the Class A Common Stock of Nabisco Holdings
            Corp.

      (c)   "Company" means Nabisco Holdings Corp. and each Participating
            Company.

      (d)   "Compensation" means all remuneration paid to a Director for service
            as a Director other than reimbursement for expenses and shall
            include, but not be limited to, Board of Directors retainer fees,
            Board of Directors committee chairmanship and/or committee
            attendance fees, and any fees for attendance at Board of Directors
            meetings.

      (e)   "Director" means any individual serving on the Board of Directors of
            the Company who is not an employee of the Company or any of its
            subsidiaries.

      (f)   "Participant" means a Director who has filed an election to
            participate under Section 3.1 with regard to any Plan Year.


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      (g)   "Participating Company" means any corporation which is a direct or
            indirect subsidiary of Nabisco Holdings Corp. which has, by action
            of its board of directors, adopted the Plan and consented to being a
            Participating Company in the Plan.

      (h)   "Plan Administrator" means a Committee consisting of the senior
            executive in charge of personnel at the Company and not less than
            two other employees of the Company designated by the Chief Executive
            Officer of the Company.

      (i)   "Plan Year" means the calendar year.

                                   ARTICLE II

      2.1 PARTICIPATION IN THE PLAN. Any individual who is a Director as defined
in Section 1.2(e) may participate in the Plan.

                                   ARTICLE III

      3.1 ELECTION TO PARTICIPATE. Each Director may elect annually to have
payment of all or any increment of 25% of his or her Compensation for that Plan
Year deferred. An election to defer may provide that the Compensation deferred
will be paid in January of a specified year in the future or in January
following the end of the Plan Year during which the Participant ceased to be a
Director. No election to defer under this Plan may be made after December 31 of
the year preceding the Plan Year during which Compensation would otherwise be
paid or, if later, within thirty days after the date a Director becomes a
Director. An election to defer any Compensation shall be in writing and shall be
delivered to the Plan Administrator. An election to defer shall be irrevocable
by the Director and shall be effective only for the Plan Year immediately
following the date on which it was filed. In the absence of a written election
to defer filed by a Director with the Plan Administrator, any Compensation will
be paid directly to the Director.

      3.2 MODE OF DEFERRAL. Payment of a Participant's Compensation may be
deferred in 25% increments by means of a cash credit, a stock credit or a
combination of the two as the Participant shall elect in writing at the same
time as the election provided for in Section 3.1. If a Participant fails to make
an election as to mode of deferral, he or she shall be deemed to have elected
deferral by 


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means of a cash credit. Cash credits and stock credits shall be recorded in
accounts established in Participants' names on the books of the Company.

      (a)   CASH CREDITS. If the deferral is wholly or partly by means of a cash
            credit, the Participant's cash credit account shall be credited, as
            of the last day of the calendar quarter, with the dollar amount of
            Compensation deferred during the quarter by means of a cash credit.
            As of the last day of each calendar quarter, the Participant's cash
            credit account shall also be credited with interest equivalent in an
            amount determined by applying to the balance in the account as of
            the first day of the quarter (less any distributions during the
            quarter) an interest rate for such quarter which, when annualized,
            shall be the prime rate of Citibank, N.A. as of the first business
            day of the quarter. Interest shall be calculated on the actual
            number of days in the quarter based upon a 360-day year.

      (b)   STOCK CREDITS. If the deferral is wholly or partly by means of a
            stock credit, the Participant's stock credit account shall be
            credited, as of the last day of the calendar quarter, with a Common
            Stock equivalent equal to the number of shares of Common Stock
            (including fractions of a share) that could have been purchased at
            the average of the Closing Price of Common Stock on each business
            day during the last month of the calendar quarter with the amount of
            the Compensation deferred during the quarter by means of a stock
            credit. As of the date any dividend is paid to shareholders of
            Common Stock, the Participant's stock credit account shall also be
            credited with an additional Common Stock equivalent equal to the
            number of shares of Common Stock (including fractions of a share)
            that could have been purchased at the Closing Price of Common Stock
            on such date with the dividend paid on the number of shares of
            Common Stock to which the Participant's stock credit account is then
            equivalent. In case of dividends paid in property, the dividend
            shall be deemed to be the fair market value of the property at the
            time of distribution of the dividend, as determined by the Plan
            Administrator.


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      (c)   A Participant may elect in writing that all or any designated
            portion of his stock credit account or his cash credit account be
            changed to, and such Participant shall instead be credited with, the
            other type of account as of the first day of the month following the
            month in which the election is received by the Plan Administrator.
            For this purpose, the value of a participant's stock credit account
            will be determined using the average of the Closing Price of Common
            Stock on each business day during the month preceding the effective
            date of the election. Notwithstanding the foregoing, any election to
            transfer between accounts may be made no more frequently than once
            in any six-month period and no such election may be made unless the
            transfer would be an exempt transaction for purposes of Section
            16(b) of the Securities Exchange Act of 1934.

      3.3   DISTRIBUTION OF CREDITS.

      (a)   Unless a Participant has elected to receive installment payments as
            provided below, payment of a Participant's accounts shall be made in
            one lump-sum as soon as practicable in the year in which the
            Participant had elected to receive payment.

            At the election of the Participant made in writing and delivered to
            the Plan Administrator at any time on or before December 1 of the
            year prior to the year in which the Participant had elected to
            receive payment, distribution of all of his or her account shall be
            made in any number of annual installments not exceeding ten. Any
            such election, unless made irrevocable by its terms, may be changed
            by written notice to the Plan Administrator at any time prior to
            December 1 of the Plan Year prior to the year in which the
            Participant had elected to receive payment.

      (b)   Distribution of a Participant's cash credit and stock credit
            accounts shall be made in cash. The amount of the distribution for
            stock credit accounts shall be determined by multiplying the number
            of shares of Common Stock attributable to the installment by the
            average of the Closing 


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            Price of Common Stock on each business day in the month of December
            immediately prior to the Plan Year in which the installment is to be
            paid.

      3.4 ADJUSTMENT. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, subdivision or
reclassification of shares, the number of shares of Common Stock to which each
Participant's stock credit account is equivalent shall be increased in the same
proportion as the outstanding number of shares of Common Stock is increased, 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 shares of Common Stock to which each Participant's stock credit
account is equivalent shall be decreased in the same proportion as the
outstanding number of shares of Common Stock is decreased. 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 credited to each
Participant's stock credit account, in place of the shares then credited
thereto, a stock equivalent determined by multiplying the number of common
shares of stock given in exchange for a share of Common Stock upon such
consolidation or merger, by the number of shares of Common Stock to which the
Participant's account is then equivalent. 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 Plan Administrator,
in its sole discretion, shall determine the appropriate change in Participants'
accounts.

      3.5 INSTALLMENT AMOUNT. In the event a Participant has elected to receive
distribution of his or her accounts in more than one installment, the amount of
each installment shall be determined either (i) by multiplying the current
balance (denominated in cash units for the portion elected to be deferred as
cash credits and denominated in stock units for the portion elected to be
deferred in stock credits) in the accounts as determined under Section 3.2, by a
fraction, the numerator of which is one, and the denominator of which is the
number of installments yet to be paid or (ii) by any other method acceptable to
the Plan Administrator.

      3.6 DISTRIBUTION UPON DEATH. In the event of the death of a Participant,
whether before or after ceasing to serve as a Director, any cash credit account
and stock credit account to which he or she was entitled, shall be converted to
cash and distributed in a lump sum to the beneficiary designated by the Director
for 


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purposes of the Directors Life Insurance Plan. Alternatively, the Participant
may designate a different person or persons or the survivors thereof, including
corporations, unincorporated associations or trusts, as the Participant's
beneficiary under this Plan. All such designations shall be made in writing
signed by the Participant and delivered to the Plan Administrator. A Participant
may from time to time revoke or change any such designation by written notice to
the Plan Administrator. If there is no unrevoked designation on file with the
Plan Administrator at the time of the Participant's death, or if the person or
persons designated therein shall have all predeceased the Participant or
otherwise ceased to exist, and if there is no effective beneficiary designation
by the Director under the Directors Life Insurance Plan, such distributions
shall be made in accordance with the Participant's will or in the absence of a
will, to the administrator of the Participant's estate. Any distribution under
this Section 3.6 shall be made as soon as practicable following the end of the
calendar quarter in which the Plan Administrator is notified of the
Participant's death. In this case, a Participant's stock credit account shall be
converted to cash by multiplying the number of whole and fractional shares of
Common Stock to which the Participant's stock credit account is equivalent by
the average of the Closing Price of Common Stock on each business day during the
last month of the calendar quarter prior to the date of death.

      3.7 WITHHOLDING TAXES. The Company shall deduct from all distributions
under the Plan any taxes required to be withheld by federal, state, or local
governments.

                                   ARTICLE IV

      4.1 PLAN ADMINISTRATOR. The Plan Administrator shall have full power and
authority to administer the Plan including the power to promulgate forms to be
used with regard to the Plan, the power to promulgate rules of Plan
administration, the power to settle any disputes as to rights or benefits
arising from the Plan, and the power to make such decisions or take such action
as the Plan Administrator, in its sole discretion, deems necessary or advisable
to aid in the proper maintenance of the Plan.

                                    ARTICLE V

      5.1 FUNDING. No promise hereunder shall be secured by any specific assets
of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises.


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                                   ARTICLE VI

      6.1 NON-ALIENATION OF BENEFITS. No benefit under the Plan shall 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 Participant, be in any manner liable for
or subject to the debts, contracts, liabilities, engagements, or torts of the
Participant.

                                   ARTICLE VII

      7.1 DELEGATION OF ADMINISTRATIVE DUTIES. Administrative duties imposed by
this Plan may be delegated by the Plan Administrator or the individual charged
with such duties.

      7.2 GOVERNING LAW. This Plan shall be governed by the laws of the State of
Delaware.

      7.3 AMENDMENT, MODIFICATION AND TERMINATION OF THE PLAN. The Plan
Administrator at any time may terminate and in any respect, amend or modify the
Plan.


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