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                                                                    Exhibit 10.2

                     FIRST AMENDMENT TO THE CREDIT AGREEMENT

         FIRST AMENDMENT, dated as of November 19, 2001, among R.J. REYNOLDS
TOBACCO HOLDINGS, INC. (f/k/a/ RJR NABISCO, INC.), a Delaware corporation (the
"Borrower") and lending institutions party to the Credit Agreement referred to
below (this "Amendment"). All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings provided such terms in the
Credit Agreement.


                              W I T N E S S E T H :
                              - - - - - - - - - -


         WHEREAS, the Borrower, various lending institutions (the "Lenders") and
The Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent")
are parties to an Amended and Restated Credit Agreement, dated as of November
17, 2000 (the "Credit Agreement"); and

         WHEREAS, the Borrower and the Lenders wish to amend the Credit
Agreement as herein provided;

         NOW, THEREFORE, it is agreed:


I.  Amendments to the Credit Agreement.
    ----------------------------------

         1. Section 8.02(c) of the Credit Agreement is hereby amended by
inserting the following text immediately after the text "provided that"
appearing in said Section:

                  "(A) the Borrower and any of its Subsidiaries may contribute
         as a capital contribution or otherwise transfer to any of their
         respective Subsidiaries any assets of the Borrower or such Subsidiary
         (including cash, fixed assets and intellectual property but excluding
         capital stock of a Subsidiary Guarantor owned or held by such Person),
         so long as (i) no Default or Event of Default is then in existence or
         would result therefrom and (ii) the aggregate amount of all such
         contributions and transfers (taking the fair market value (as
         determined in good faith by senior management of the Borrower) of any
         non-cash assets so contributed or transferred) shall not exceed, when
         aggregated with the aggregate amount of all contributions made by the
         Borrower and any of its Subsidiaries to Persons other than Subsidiaries
         of the Borrower in reliance on clause (i) of Section 8.09 (taking the
         fair market value (as determined in good faith by senior management of
         the Borrower) of any non-cash assets so contributed), $175,000,000, (B)
         the Specified Acquisition may be consummated at any time prior to March
         31, 2001 in accordance with the requirements of the definition thereof,
         so long as (i) no Default or Event of Default is then in existence or
         would result therefrom, (ii) all representations and warranties
         contained herein and in the other Credit Documents shall be true and
         correct in all material respects with the same effect as though such
         representations and warranties had been made on and as of the date of
         such acquisition (both before and after giving effect thereto), unless
         stated to relate to a specific earlier date, in which case such
         representations and warranties shall be true and correct in all
         material respects as of such earlier date, (iii) the aggregate
         consideration paid in connection therewith (including,

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         without limitation, the aggregate principal amount of any Indebtedness
         assumed, refinanced, incurred or issued in connection therewith and the
         value of any common stock of the Borrower issued as part of the
         purchase price therefor (determined using the closing trading price of
         such stock on the stock exchange on which the same is listed on the
         date prior to the Specified Acquisition)) does not exceed $350,000,000,
         (iv) there shall be (immediately after giving effect to the Specified
         Acquisition) no liabilities or obligations of the Specified Acquired
         Business of any nature whatsoever (whether absolute, accrued,
         contingent or otherwise and whether or not due) which, either
         individually or in the aggregate, could reasonably be expected to have
         a material adverse effect on the operations, business, property, assets
         or financial condition of the Specified Acquired Business, and (v) the
         Borrower shall have delivered to the Administrative Agent an officer's
         certificate executed by a senior financial officer of the Borrower
         certifying compliance with the requirements of preceding clauses (i)
         though (iv), inclusive, and (C)".

         2. Section 8.04(d) of the Credit Agreement is hereby amended by
deleting said Section in its entirety and inserting the following new Section
8.04(d) in lieu thereof:

                  "(d) Indebtedness of (x) Reynolds Tobacco constituting
         reimbursement obligations in respect of Independent Litigation Bonds
         and (y) any Subsidiary Guarantor under, or under any guaranty of,
         Permitted Currency Agreements;".

         3. Section 8.05(vi) of the Credit Agreement is hereby amended by
deleting the text "the Certified Acquired NGH Cash Amount" appearing in said
Section and inserting the text "the remainder of the Certified Acquired NGH Cash
Amount less the aggregate amount of the cash consideration paid in connection
with the Specified Acquisition" in lieu thereof.

         4. Section 8.09 of the Credit Agreement is hereby amended by deleting
said Section in its entirety and inserting the following new Section 8.09 in
lieu thereof:

                  "8.09 Investments. The Borrower will not, and will not permit
         any of its Subsidiaries to, enter into any transaction of merger or
         consolidation with, or purchase or acquire any stock of, or any other
         ownership or equity interest in, or make any capital contribution to,
         any other Person, except that (i) the Borrower and any of its
         Subsidiaries may contribute as a capital contribution to any other
         Person any assets of the Borrower or such Subsidiary (including cash,
         fixed assets and intellectual property but excluding capital stock of
         any Subsidiary Guarantor), so long as (x) no Default or Event of
         Default is then in existence or would result therefrom and (y) the
         aggregate amount of all such contributions pursuant to this clause (i)
         (taking the fair market value (as determined in good faith by senior
         management of the Borrower) of any non-cash assets so contributed)
         shall not exceed $175,000,000, (ii) the Specified Acquisition may be
         consummated in accordance with the requirements of clause (B) of the
         proviso appearing in Section 8.02(c), (iii) the AVOCA Asset Transfer
         (to the extent same takes the form of a capital contribution to a
         newly-formed Subsidiary of Reynolds Tobacco) shall be permitted, so
         long as the same is consummated in accordance with the requirements of
         clause (C) of the proviso to Section 8.02(c), (iv) any transaction
         described in (and expressly permitted pursuant to) clause (i), (ii) or
         (iii) of Section 8.02(a), the proviso appearing in Section


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         8.02(b) or Section 8.02(c) (other than any such transaction described
         in the proviso appearing in said Section) and (v) the Borrower and its
         Subsidiaries may acquire the capital stock or other equity interests of
         a Person that has theretofore been conducting a business, so long as
         such acquisition constitutes a Permitted Investment."

         5. The definition of "Consolidated Capital Expenditures" appearing in
Section 10 of the Credit Agreement is hereby amended by (i) deleting the word
"and" appearing immediately after the text "NGH Acquisition" appearing in said
definition and (ii) inserting the following text immediately after the text
"Investment Equities" appearing in said definition:

                  "and (D) the purchase price paid by the Borrower or any of its
         Subsidiaries in connection with the Specified Acquisition".

         6. The definition of "FSH" appearing in Section 10 of the Credit
Agreement is hereby amended by inserting the text "and any successor thereto by
merger, consolidation, reincorporation or otherwise" immediately after the text
"limited liability company" appearing in said definition.

         7. The definition of "Permitted Currency Agreement" appearing in
Section 10 of the Credit Agreement is hereby amended by (i) inserting the text
"and/or any Subsidiary Guarantor" immediately after the text "business by the
Borrower" appearing in said definition and (ii) inserting the text "and so long
as the entering into of any such Currency Agreement is a bona fide hedging
activity and not for speculative purposes" immediately after the text "practices
in the industry" appearing in said definition.

         8. The definition of "Specified Debt" appearing in Section 10 of the
Credit Agreement is hereby amended by (i) deleting the word "and" appearing
immediately prior to the text "(iv)" appearing in said definition and inserting
a comma in lieu thereof and (ii) inserting the text "and (v) Indebtedness owing
by the Borrower to any Subsidiary to the extent (and only to the extent) such
intercompany Indebtedness is subordinated to the Obligations of the Borrower
under the Credit Documents on the same basis as intercompany Indebtedness owing
by any Subsidiary Guarantor (and incurred in reliance on Section 8.04(i)) is
subordinated to the obligations of such Subsidiary Guarantor under the
Subsidiary Guaranty pursuant to the Intercompany Subordination Agreement"
immediately after the text "Supported CP" appearing in said definition.

         9. Section 10 of the Credit Agreement is hereby further amended by (i)
deleting the definition of "Permitted Investment" appearing in said Section and
(ii) inserting the following new definitions in appropriate alphabetical order:

                           "Permitted Investment" shall mean the acquisition by
         the Borrower or any of its Subsidiaries of the capital stock or other
         equity interests of a Person that has theretofore been conducting a
         business to the extent that (i) all or substantially all of the


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         purchase price therefor would constitute Consolidated Capital
         Expenditures, (ii) after giving effect to such acquisition, the
         character of the business of the Borrower and its Subsidiaries taken as
         a whole has not been substantially altered from that conducted by the
         Borrower and its Subsidiaries taken as a whole on the Original
         Execution Date and (iii) such Person shall not be a Material Subsidiary
         after giving effect to such acquisition, unless such acquisition has
         been consented to in writing by the Senior Managing Agents or such
         Person becomes a Subsidiary Guarantor upon the consummation of such
         acquisition and takes all of the actions specified in clause (y)(II) of
         Section 8.02(c).

                  "Specified Acquired Business" shall mean the Person, product
         line or business acquired pursuant to the Specified Acquisition.

                  "Specified Acquisition" shall mean the acquisition by the
         Borrower or a direct or indirect Wholly-Owned Subsidiary of the
         Borrower of all of the capital stock of, or all or substantially all of
         the assets of, a Person conducting a tobacco-related business prior to
         March 31, 2001.

II.  Miscellaneous Provisions.
     ------------------------

         1. In order to induce the Lenders to enter into this Amendment, the
Borrower hereby (i) makes each of the representations, warranties and agreements
contained in Section 6 of the Credit Agreement, and (ii) represents and warrants
that there exists no Default or Event of Default, in each case on the date
hereof and on the First Amendment Effective Date (as defined below), both before
and after giving effect to this Amendment.

         2. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

         3. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

         4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.

         5. This Amendment shall become effective as of the date first written
above on the date (the "First Amendment Effective Date") when the Borrower and
Lenders constituting Required Lenders under the Credit Agreement shall have
signed a copy hereof (whether the same or different copies) and shall have
delivered (including by way of facsimile transmission) the same to White & Case
L.L.P., 1155 Avenue of the Americas, New York, New York 10036, Attention: Sarah
Jackel (Facsimile No.: (212) 354-8113). After transmitting its executed
signature page to White & Case L.L.P. as provided above, each of the Lenders
shall deliver executed hard copies of this Amendment to White & Case L.L.P.,
Attention: Sarah Jackel at the address provided above.


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         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Amendment to be duly executed and delivered as of the date first above
written.


                                  R.J. REYNOLDS TOBACCO HOLDINGS, INC.


                                  By /s/ Lynn L. Lane
                                     -------------------------------------------
                                     Title: SVP & Treasurer



                                  LEAD AGENTS
                                  -----------


                                  THE CHASE MANHATTAN BANK,
                                    Individually, as Administrative Agent and as
                                    Senior Managing Agent



                                  By: /s/ Robert T. Sacks
                                      ------------------------------------------
                                      Name: Robert T. Sacks
                                      Title: Managing Director



                                  CREDIT SUISSE FIRST BOSTON,
                                    Individually and as Syndication Agent and
                                    Senior Managing Agent



                                  By: /s/ David W. Kratovil
                                      ------------------------------------------
                                      Name: David W. Kratovil
                                      Title: Director



                                  By: /s/ John D. Lewis
                                      ------------------------------------------
                                      Name: John D. Lewis
                                      Title: Associate





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                                  CITIBANK, N.A., Individually and as
                                    Syndication Agent and Senior Managing Agent



                                  By: /s/ Thomas F. Bruscino
                                      ------------------------------------------
                                      Name: Thomas F. Bruscino
                                      Title: Vice President



                                  MANAGING AGENT
                                  --------------


                                  THE BANK OF NOVA SCOTIA



                                  By: /s/ William E. Zarrett
                                      ------------------------------------------
                                      Name: William E. Zarrett
                                      Title: Managing Director



                                  CO-AGENTS
                                  ---------


                                  THE BANK OF NEW YORK



                                  By: /s/ Kenneth R. McDonnell
                                      ------------------------------------------
                                      Name: Kenneth R. McDonnell
                                      Title: AVP



                                  THE FUJI BANK, LIMITED


                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:


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                                  CREDIT LYONNAIS, NEW YORK BRANCH



                                  By: /s/ Scott R. Chappelka
                                      ------------------------------------------
                                      Name: Scott R. Chappelka
                                      Title: Vice President



                                  PARTICIPANTS
                                  ------------


                                  WACHOVIA BANK, N.A.



                                  By: /s/ Michael H. Trainor
                                      ------------------------------------------
                                      Name: Michael H. Trainor
                                      Title: Vice President



                                  NORDDEUTSCHE LANDESBANK GIROZENTRALE,
                                    NEW YORK BRANCH AND/OR CAYMAN ISLANDS BRANCH



                                  By:
                                      ------------------------------------------
                                      Name:
                                      Title:



                                  ERSTE BANK



                                  By: /s/ John Fay
                                      ------------------------------------------
                                      Name: John Fay
                                      Title: Vice President



                                  By: /s/ John S. Runnion
                                      ------------------------------------------
                                      Name: John S. Runnion
                                      Title: Managing Director

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                                  CITY NATIONAL BANK OF NEW JERSEY



                                  By: /s/ Edward R. Wright
                                      ------------------------------------------
                                      Name: Edward R. Wright
                                      Title: Senior Vice President and
                                             Chief Financial Officer



                                  SOCIETE GENERALE



                                  By: /s/ Sarah Nichols
                                      ------------------------------------------
                                      Name: Sarah Nichols
                                      Title: Vice President



                                  FLEET NATIONAL BANK


                                  By: /s/ Kevin Kearns
                                      -----------------------------------------
                                      Name: Kevin Kearns
                                      Title: Managing Director