RJ REYNOLDS TOBACCO HOLDINGS INC
EX-10.1
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<TYPE>EX-10.1
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<FILENAME>g88902exv10w1.txt
<DESCRIPTION>EX-10.1
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                                                                   Exhibit 10.1


                             AMENDMENT NO. 1 TO THE
                AMENDED AND RESTATED EQUITY INCENTIVE AWARD PLAN
     FOR DIRECTORS OF R.J. REYNOLDS TOBACCO HOLDINGS, INC. AND SUBSIDIARIES


       WHEREAS, R.J. Reynolds Tobacco Holdings, Inc. (the "Company") has in
effect the Amended and Restated Equity Incentive Award Plan for Directors of
R.J. Reynolds Tobacco Holdings, Inc. and Subsidiaries (the "Plan");

       WHEREAS, in accordance with the resolutions authorized by the Board of
Directors of the Company (the "Board") on May 5, 2004, this Amendment has been
authorized and approved; and

       WHEREAS, the Board is authorized under Section 8.1 of the Plan to amend
or modify the Plan at any time and in any respect.

       NOW, THEREFORE, the Plan is hereby amended effective as of May 5, 2004,
by adding a new subsection 6.4(c) as follows:


              "(c) A Director may irrevocably elect on or before May 31, 2004
              to receive distribution of all or a part of his or her deferred
              stock units received in connection with both the Quarterly Stock
              Awards and the Annual Stock Awards in a lump-sum cash payment, in
              the number of annual cash installments as elected under Section
              6.4(a) or, solely with respect to the Annual Stock Awards, in a
              lump-sum or installment distribution of cash or stock as elected
              under Section 6.4(b), such distribution conditioned upon the
              closing of the transactions contemplated in the Business
              Combination Agreement, dated as of October 27, 2003, between
              Brown & Williamson Tobacco Corporation and the Company. The
              distribution shall be made, or commence if payment elected in
              installments, on the earlier of 90 days following the closing, or
              as soon as practicable in January of the year following the
              closing. If distribution is made in cash, the amount of
              distribution shall be determined by multiplying the number of
              deferred stock units attributable to the installment by the
              average of the closing price in Common Stock on each business day
              in the month immediately preceding the date of the distribution.
              To the extent that a Director does not make such an election,
              distribution of a Director's deferred stock units shall otherwise
              be made in accordance with the terms of the Plan."


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       IN WITNESS WHEREOF, the foregoing Amendment is hereby adopted by the
Company.


                                        R.J. REYNOLDS TOBACCO HOLDINGS, INC.


Date: May 5, 2004                       By: /s/ McDara P. Folan, III
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