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                                                                   Exhibit 10.38

                                                               Performance Units
                                                                 Three-Year Vest


                      R.J. REYNOLDS TOBACCO HOLDINGS, INC.
                          1999 LONG TERM INCENTIVE PLAN

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                           PERFORMANCE UNIT AGREEMENT

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                         DATE OF GRANT: JANUARY 31, 2001

                               W I T N E S S E T H:

         1. Grant. Pursuant to the provisions of the 1999 Long Term Incentive
Plan (collectively, the "Plan"), R.J. Reynolds Tobacco Holdings, Inc. (the
"Company") on the above date has granted to

                      First Name Last Name (The "Grantee"),

subject to the terms and conditions which follow and the terms and conditions of
the Plan, a target of

                            Number Performance Units.

A copy of the Plan is attached and made a part of this Agreement with the same
effect as if set forth in the Agreement itself. The initial grant value of each
Performance Unit shall be $1.00 (the "Initial Grant Value"). All capitalized
terms used in this Agreement shall have the meaning set forth in the Plan,
unless the context requires a different meaning.

         2. Vesting. (a) The Performance Units shall have a three-year
performance period, consisting of the Company's fiscal years 2001, 2002 and 2003
(the "Performance Period"), at the end of which the Performance Units will be
valued and paid, if they vest, or cancelled, if they do not vest. For the
Performance Units to vest, the Company must pay to its stockholders a dividend
of at least $0.775 per share for each of the 12 quarters of the Performance
Period (the "Threshold Requirement"), unless the Company's Board of Directors
specifically approves the noncancellation of the Performance Units upon the
declaration of a quarterly dividend of less than $0.775 per share. In the event
the Company fails to pay its stockholders a dividend of at least $0.775 per
share in any quarter during the Performance Period, and the Company's Board of
Directors does not approve the noncancellation of the Performance Units, the
Performance Units shall be cancelled.

         (b) Notwithstanding anything in Section 2(a) to the contrary, in the
event of (i) the Grantee's death, (ii) the Grantee's Permanent Disability (as
defined in the Company's Long Term Disability Plan), (iii) the Grantee's
retirement under a retirement plan of the Company or a subsidiary of the
Company, or (iv) the Grantee's involuntary Termination of Employment without
Cause (as such terms are defined in Section 5 of this Agreement), the number of
Performance Units which shall vest, if not previously



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cancelled due to the Company's failure to meet the Threshold Requirement, shall
be equal to product of (x) the original number of Performance Units granted to
the Grantee under this Agreement and (y) a fraction, the numerator of which
shall be the number of whole or partial months between January 1, 2001 and the
date of the Grantee's Termination of Employment, and the denominator of which
shall be 36. Such prorated award shall be paid as soon as practicable following
the close of the Company's books at the end of the Performance Period, and each
Performance Unit shall have a Payment Value as defined in Section 3 of this
Agreement.

         (c) Notwithstanding anything in Section 2(a) to the contrary, in the
event of a Change of Control (as defined in the Plan), the number of Performance
Units which shall vest, if not previously cancelled due to the Company's failure
to meet the Threshold Requirement, shall be equal to the product of (i) the
original number of Performance Units granted to the Grantee under this Agreement
and (ii) a fraction, the numerator of which shall be the number of whole or
partial months in the Performance Period before the date of the Change of
Control, and the denominator of which shall be 36. Such prorated award shall be
paid as soon as practicable after the Change of Control. The value of each
Performance Unit shall be equal to the greater of (x) the Initial Grant Value or
(y) the Initial Grant Value multiplied by the average of the total weighted AIAP
(as defined in Section 3 of this Agreement) scores for the financial and market
share components of the AIAP for each of the years 2001, 2002 and 2003 completed
prior to the Change of Control.

         (d) Upon the Grantee's voluntary Termination of Employment or
Termination of Employment for Cause (as such terms are defined in Section 5 of
this Agreement) prior to the end of a Performance Period, all of the Grantee's
Performance Units shall be cancelled, except to the extent that at the time of
Termination of Employment, the Grantee has an employment or termination
agreement with the Company or one of its subsidiaries which includes
non-cancellation of some or all of the Performance Units.

         3. Valuation of Performance Units. At the end of the Performance
Period, if the Threshold Requirement is met or otherwise waived by the Company's
Board of Directors, the value of each Performance Unit shall be determined by
multiplying the Initial Grant Value by the average of the total weighted Annual
Incentive Award Plan ("AIAP") scores for the financial and market share
components of the AIAP for each of 2001, 2002 and 2003 (the "Payment Value").

         4. Payment. (a) Payment of Performance Units shall be made only in
cash. Except with respect to a Change of Control as described in Section 2(c) of
this Agreement, or except under such other circumstances as the Compensation
Committee of the Company's Board of Directors (the "Compensation Committee")
deems appropriate, no payment shall be made to the Grantee prior to the end of
the Performance Period. Except with respect to a Change of Control as described
in Section 2(c) of this Agreement, payment of Performance Units shall be made in
the amount of the Payment Value as soon as practicable following the close of
the Company books at the end of the Performance Period.

          (b) Any payment made with respect to a Grantee who has died shall be
paid, at the end of the applicable award period, to the beneficiary designated
by the Grantee to receive the proceeds of any group life insurance coverage
provided for the Grantee by the


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Company or a subsidiary of the Company. If the Grantee has not designated such
beneficiary, or desires to designate a different beneficiary, the Grantee may
file with the Company a written designation of a beneficiary under this
Agreement, which designation may be changed or revoked only by the Grantee. If
no designation of beneficiary has been made under such life insurance coverage
or filed with the Company under this Agreement, distribution shall be made to
the Grantee's spouse, if surviving; otherwise in equal shares to the surviving
children of the Grantee, if any; otherwise to the Grantee's estate.

         5. Termination of Employment. (a) For purposes of this Agreement, the
term "Termination of Employment" shall mean termination from active employment
with the Company or a subsidiary of the Company; it does not man the termination
of pay and benefits at the end of a period of salary continuation (or other form
of severance pay or pay in lieu of salary).

         (b) For purposes of this Agreement, if the Grantee has an employment or
severance agreement, employment shall be deemed to have been terminated for
"Cause" only as such term is defined in the employment or severance agreement.
For purposes of this Agreement, if the Grantee does not have an employment or
severance agreement that defines the term "Cause," the Grantee's employment
shall be deemed to have been terminated for "Cause" if the Termination of
Employment results from the Grantee's: (i) criminal conduct; (ii) deliberate and
continual refusal to perform employment duties on substantially a full time
basis; (iii) deliberate and continual refusal to act in accordance with any
specific lawful instructions of an authorized officer or employee more senior
than the Grantee; or (iv) deliberate misconduct which could be materially
damaging to the Company or any of its business operations without a reasonable
good faith belief by the Grantee that such conduct was in the best interests of
the Company. A Termination of Employment shall not be deemed for Cause hereunder
unless the senior human resources executive of the Company shall confirm that
any such Termination of Employment is for Cause. Any voluntary Termination of
Employment by the Grantee in anticipation of an involuntary Termination of
Employment for Cause shall be deemed to be a Termination of Employment for
Cause.

         6. Transferability. Other than as specifically provided in this
Agreement with regard to the death of the Grantee, this Agreement and any
benefit provided or accruing hereunder shall not be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
change; and any attempt to do so shall be void. No such benefit shall, prior to
receipt thereof by the Grantee, be in any manner liable for or subject to the
debts, contracts, liabilities, engagements or torts of the Grantee.

         7. No Right to Employment. Neither the execution and delivery of this
Agreement nor the granting of the Performance Units evidenced by this Agreement
shall constitute any agreement or understanding, express or implied, on the part
of the Company or its subsidiaries to employ the Grantee for any specific period
or in any specific capacity or shall prevent the Company or its subsidiaries
from terminating the Grantee's employment at any time with or without Cause.

         8. Change in Corporate Structure. In the event of any stock split,
spin-off, stock dividend, extraordinary cash dividend, stock combination or
reclassification, recapitalization or merger, Change of Control or similar
event, the Compensation


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Committee shall make an appropriate adjustment to the level of dividends
required under Section 2(a) of this Agreement, and such other revisions to this
Agreement as it deems are equitably required. Any adjustment or revision made by
the Compensation Committee shall be final and binding on the Grantee, the
Company and all other interested persons; provided; however, that the
Compensation Committee may not make any such adjustments or revisions that are
adverse to the Grantee without the Grantee's written consent.

         9. Application of Laws. The granting of Performance Units under this
Agreement shall be subject to all applicable laws, rules and regulations and to
such approvals of any governmental agencies as may be required.

         10. Notices. Any notices required to be given hereunder to the Company
shall be addressed to The Secretary, R.J. Reynolds Tobacco Holdings, Inc., Post
Office Box 2866, Winston-Salem, NC 27102-2866, and any notice required to be
given hereunder to the Grantee shall be sent to the Grantee's address as shown
on the records of the Company.

         11. Taxes. Any taxes required by federal, state or local laws to be
withheld by the Company in respect of the grant of Performance Units or payment
of the Payment Value 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 necessary withholding by the Company to satisfy
such tax withholding obligations prior to delivery of the Payment Value.

         12. Administration and Interpretation. In consideration of the grant of
Performance Units hereunder, the Grantee specifically agrees that the
Compensation Committee shall have the exclusive power to interpret the Plan and
this Agreement and to adopt such rules for the administration, interpretation
and application of the Plan and Agreement as are consistent therewith and to
interpret or revoke any such rules. All actions taken and all interpretation and
determinations made by the Compensation Committee shall be final, conclusive,
and binding upon the Grantee, the Company and all other interested persons. No
member of the Compensation Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan or
the Agreement. The Compensation Committee may delegate its interpretive
authority to an officer or officers of the Company.

         13. Amendment. This Agreement is subject to the Plan, a copy of which
is attached. The Board of Directors may amend the Plan and the Compensation
Committee may amend this Agreement at any time and in any way, except that any
amendment of the Plan or this Agreement that would impair the Grantee's rights
under this Agreement may not be made without the Grantee's written consent.

         14. Obligations of Grantee. (a) In consideration of the grant of
Performance Units hereunder, the Grantee, while both actively employed and in
the event of Grantee's Termination of Employment for any reason, specifically
agrees that within the term of this grant or within one year following the
payment of any amounts pursuant to the grant, if later: (i) the Grantee will
personally provide reasonable assistance and cooperation to the Company in
activities related to the prosecution or defense of any pending or future
lawsuits or claims involving the Company; (ii) the Grantee will promptly notify
the Company upon receipt of any requests from anyone other than an employee or
agent of


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the Company for information regarding the Company, or if the Grantee becomes
aware of any potential claim or proposed litigation against the Company; (iii)
the Grantee will refrain from providing any information related to any claim or
potential litigation against the Company to any non-Company representatives
without either the Company's written permission or being required to provide
information pursuant to legal process; (iv) the Grantee will not disclose or
misuse any confidential information or material concerning the Company; and (v)
the Grantee will not engage in any activity contrary or harmful to the interests
of the Company. In further consideration of the grant of Performance Units
hereunder, the Grantee specifically agrees that if required by law to provide
sworn testimony regarding any Company-related matter: the Grantee will consult
with and have Company designated legal counsel present for such testimony (the
Company will be responsible for the costs of such designated counsel); the
Grantee will confine his testimony to items about which the Grantee has
knowledge rather than speculation, unless otherwise directed by legal process;
and the Grantee will cooperate with the Company's attorneys to assist their
efforts, especially on matters the Grantee has been privy to, holding all
privileged attorney-client matters in strictest confidence.

         (b) If the Company reasonably determines that the Grantee has
materially violated any of the Grantee's obligations under this Agreement, then
this Grant shall terminate, effective the date on which such violation began
(unless otherwise terminated sooner), and the Company may demand the return of
any amount paid to the Grantee hereunder and the Grantee hereby agrees to return
such amounts upon such demand. If after such demand the Grantee fails to return
such amounts, the Grantee acknowledges that the Company has the right to deduct
from any amounts the Company owes to the Grantee (including, but not limited to,
wages or other compensation), or to commence judicial proceedings against the
Grantee, to recover such amounts and any and all of its attorney's fees and
costs.

         15. GOVERNING LAW. THE LAWS OF THE STATE OF DELAWARE SHALL GOVERN THE
INTERPRETATION, VALIDITY AND PERFORMANCE OF THE TERMS OF THIS AGREEMENT,
REGARDLESS OF THE LAW THAT MIGHT BE APPLIED UNDER PRINCIPLES OF CONFLICTS OF
LAWS.





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         IN WITNESS WHEREOF, the Company, by its duly authorized officer, and
the Grantee have executed this Agreement as of the Date of Grant first above
written.

                                            R.J. REYNOLDS TOBACCO HOLDINGS, INC.

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



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                Grantee


Grantee's Taxpayer Identification Number:

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Grantee's Home Address:

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