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                                                                   EXHIBIT 10.43

                                 AMENDMENT NO. 1

                                       TO

                           RESTRICTED STOCK AGREEMENTS

            This AMENDMENT NO. 1 ("Amendment No. 1") dated as of December 10,
2002, made and entered into by and between R.J. Reynolds Tobacco Holdings, Inc.,
a Delaware corporation (the "Company"), and the undersigned grantee (the
"Grantee"), amends the Restricted Stock Agreements dated February 2, 2000,
January 31, 2001 and July 26, 2002, as applicable, between the Company and the
Grantee (the "Agreements"). Capitalized terms not otherwise defined herein have
the meanings assigned to them in the Agreements.

            WHEREAS, the Company and the Grantee desire to amend certain
provisions of the Agreements in the manner and as more fully set forth herein.

            NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in the Agreements and this Amendment No. 1, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      1. Section 12 of each of the Agreements hereby is amended and replaced in
its entirety to read as follows:

                  "12. Taxes. Any taxes required by federal, state or local laws
            to be withheld by the Company on the Date of Grant or the delivery
            of unrestricted shares of Common Stock hereunder shall be paid to
            the Company by the Grantee by the time such taxes are required to be
            paid or deposited by the Company. The Grantee hereby authorizes the
            Company to deduct a sufficient number of shares of Common Stock
            (rounded up to the nearest whole share) (the "Tax Shares") to
            satisfy the minimum tax withholding amount and any additional tax
            withholding amount requested by the Grantee (collectively, the
            "Aggregate Withholding Amount") prior to the delivery of
            unrestricted shares of Common Stock; provided, that, if the Company
            deducts the applicable number of Tax Shares to satisfy the Aggregate
            Withholding Amount, then the Company shall pay to the Grantee an
            amount in cash equal to the overage on the Aggregate Withholding
            Amount as a result of rounding up the number of Tax Shares to the
            nearest whole share."

      2. All references to the Agreements shall be deemed to refer to the
Agreements as amended by this Amendment No. 1.

      3. Except as specifically amended hereby, the original provisions of the
Agreements shall remain in full force and effect.

      4. This Amendment No. 1 may be executed in counterparts, each of which
shall be deemed as original, but all of which shall constitute the same
instrument.
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      5. The laws of the State of Delaware shall govern the interpretation,
validity and performance of the terms of this Amendment No. 1 regardless of the
laws that might be applied under principles of conflicts of laws.

      6. This Amendment No. 1 shall be effective as of the date hereof.

            IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed and
delivered by the Company and the Grantee as of the date first above written.

                                           R.J. REYNOLDS TOBACCO HOLDINGS, INC.


                                           By:
                                               ---------------------------------
                                                    Authorized Signatory

-------------------------
Grantee


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