EXHIBIT 10t3

                        AMENDMENT TO SEVERANCE AGREEMENT

                  This AMENDMENT effective as of January 1, 1995 to the
Severance Agreement (the "Agreement") dated as of March 1, 1988 between AMERICAN
BRANDS, INC., a Delaware corporation (the "Company"), and THOMAS C. HAYS (the
"Executive")

                     

                  WHEREAS, the Company and the Executive entered into the
Agreement in order to provide severance benefits in the event of termination of
employment of the Executive under certain circumstances; and

                  WHEREAS, the Company and the Executive desire to amend the
Agreement as set forth herein;

                  NOW, THEREFORE, in consideration of the premises and to
further assure the retention of the Executive in the employ of the Company after
the date of this Amendment to Severance Agreement, the parties hereto do hereby
agree that Section 2(b)(ii)(A)(3) of the Agreement is hereby amended as follows:

                  "(3) the greater of the amount that was allocated to the
                  Executive's account under the Profit-Sharing Plan of American
                  Brands, Inc. (the "Profit-Sharing Plan"), including the
                  Company 401(k) matching contribution thereto, the
                  profit-sharing provisions of the Supplemental Retirement Plan
                  of American Brands, Inc. (the "Supplemental Plan"), including
                  the Company matching award related to the supplemental tax
                  deferred amounts therein, and any other defined contribution
                  plan of the Company or an affiliate thereof for 1987 and the
                  amount that would have been required to be so allocated to him
                  for the year immediately preceding the year in which the
                  Termination Date occurs, multiplied by . . ."

                  IN WITNESS WHEREOF, the Company has caused this Amendment to
Severance Agreement to be signed by its officer thereunto duly authorized and
its seal to be hereunto affixed and attested and the Executive has hereunto set
his hand as of the 28th day of November, 1994.

                                                   AMERICAN BRANDS, INC.

                                                   By  Steven C. Mendenhall
                                                       --------------------
(Corporate Seal)                                       Steven C. Mendenhall
                                                       Vice President and Chief
                                                       Administrative Officer

ATTEST:

Louis F. Fernous     
----------------
Secretary                                          Thomas C. Hays         
                                                   --------------
                                                   THOMAS C. HAYS




Subscribed and sworn to before me, a Notary Public in and for the County of
Fairfield and State of Connecticut, this 27th day of December 1994.

                                                              Gail D. Morgan
                                                              --------------
                                                              Notary Public





NY2:32718.02