0000950112-96-000547 Sample Contracts

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DATE OF GRANT:
Stock Option Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
WITNESSETH: ARTICLE I GRANT OF OPTION
Non-Qualified Stock Option Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • Delaware
W I T N E S S E T H : - - - - - - - - - -
Credit Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT --------------------
Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • Delaware
Conversion - 100% RN Option 1995 U.K. RJR NABISCO HOLDINGS CORP. 1990 LONG TERM INCENTIVE PLAN STOCK OPTION AGREEMENT
Stock Option Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT by and among RJR Nabisco Holdings Corp., a
Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENTS DATED MAY 31, 1993, DECEMBER 31, 1993 AND DECEMBER 31, 1994
Non-Qualified Stock Option Agreement • 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.

RECITALS --------
Engagement Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
CREDIT AGREEMENT AMONG
Credit Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
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...
Participation Agreement • February 22nd, 1996 • RJR Nabisco Inc • 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:
Contingent Performance Share Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
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