0000950112-96-000547 Sample Contracts

SECOND 1995 AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT --------------------
Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • Delaware
DATE OF GRANT:
Stock Option Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
CREDIT AGREEMENT AMONG
Assignment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT by and among RJR Nabisco Holdings Corp., a
Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
WITNESSETH: ARTICLE I GRANT OF OPTION
RJR Nabisco Inc • February 22nd, 1996 • Cookies & crackers • Delaware
RECITALS --------
Engagement Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTS DATED MAY 31, 1993, DECEMBER 31, 1993 AND DECEMBER 31, 1994
Non-Qualified Stock Option • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers

The Stock Option Agreements issued pursuant to the RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan and dated May 31, 1993, December 31, 1993 and December 31, 1994, respectively, (collectively, "the Agreements") by and between Charles M. Hatper (the "Optionee"), and RJR Nabisco Holdings Corp. (the "Company") are hereby amended to provide that the Option under the Agreement shall immediately become fully exercisable in the event of the Optionee's retirement pursuant to the terms of Section 5 of the Optionee's Employment agreement dated the 27th day of May 1993 by and among the Company, RJR Nabisco, Inc. and the Optionee.

December 28, 1995 Andrew J. Schindler Re: Participation Agreement- RJR Nabisco, Inc. Supplemental Executive Retirement Plan Dear Andy: You have been approved as a Participant in the RJR Nabisco, Inc. Supplemental Executive Retirement Plan ("SERP") as...
RJR Nabisco Inc • February 22nd, 1996 • Cookies & crackers

You have been approved as a Participant in the RJR Nabisco, Inc. Supplemental Executive Retirement Plan ("SERP") as modified by this Participation Agreement.

W I T N E S S E T H:
RJR Nabisco Inc • February 22nd, 1996 • Cookies & crackers
W I T N E S S E T H : - - - - - - - - - -
Nabisco Credit Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
Amendment To Non-Qualified Stock Option Agreements dated prior to October 11, 1995
RJR Nabisco Inc • February 22nd, 1996 • Cookies & crackers

All the Stock Option Agreements issued to the undersigned Executive pursuant to the RJR Nabisco Holdings Corp. 1990 Long Term Incentive Plan (the "LTIP") and, if applicable, the Stock Option Plan for Directors and Key Employees of RJR Nabisco Holdings Corp. are, except to the extent provided by the Committee with respect to a Change of Control (as defined in the LTIP) occurring after October 11, 1996 or such later date as the Committee may from time to time designate by resolution, amended as of October 11, 1995 by adding the following to any section dealing with the adjustment of options in the event of a corporate transaction:

R Performance Unit 1995 RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN PERFORMANCE UNIT PROGRAM PERFORMANCE UNIT AGREEMENT
Performance Unit Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
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