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                                                                   Exhibit 10.52






Amendment to the Employment Agreement dated October 31, 1988 and previously
amended as of December 20, 1988 and July 7, 1999, and supplemented by letter
agreement dated December 5, 1995 and amended on October 25, 1999, between RJR
Nabisco, Inc. (renamed R.J. Reynolds Tobacco Holdings, Inc. on May 18, 1999) and
Andrew J. Schindler (the "Executive").


         WHEREAS, the Executive and RJR Nabisco, Inc., entered into an
employment agreement (the "Employment Agreement") originally dated October 31,
1988 and subsequently amended as of December 20, 1988 and July 7, 1999, which
addresses the compensation security to be provided to the Executive in the event
his employment with RJR Nabisco, Inc. is involuntarily terminated without Cause;
and

         WHEREAS, on May 18, 1999, RJR Nabisco, Inc. was renamed R.J. Reynolds
Tobacco Holdings, Inc. ("RJR"); and

         WHEREAS, the Employment Agreement was supplemented by a letter
agreement originally dated December 5, 1995 and superceded and replaced by a
letter agreement dated October 25, 1999, which addresses certain protections to
be provided to the Executive in the event of a Change of Control, as change of
Control is defined in the R.J. Reynolds Tobacco Holdings, Inc. 1999 Long Term
Incentive Plan (the "1999 LTIP"); and

         WHEREAS, the Board of Directors of R.J. Reynolds Tobacco Holdings,
Inc., on December 5, 2001, approved an additional Change of Control provision to
be added to the Executive's Employment Agreement.

         NOW, THEREFORE, the parties hereby agree to further amend the
Employment Agreement, effective December 5, 2001, by renumbering Section 7 of
the Employment Agreement as Section 8, and adding the following language as
Section 7:

     "7.  Change of Control

             (a) In the event of a Change of Control, as specifically declared
             by the Board of Directors of R.J. Reynolds Tobacco Holdings, Inc.,
             the Executive shall immediately upon the Change of Control be paid
             in a lump sum an amount equal to three times the sum of (a) his
             annual base salary as in effect immediately prior to the Change of


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             Control, and (b) his target annual bonus (or last bonus, if
             higher), regardless of whether or not his employment with the
             Company ends at that time or at some later date.

             (b) Whenever the Executive retirees from the Company, provided that
             the date of retirement is after the date of a Change of Control,
             the Executive will be credited with three years of service credit
             in addition to his actual service for purposes of calculating his
             retirement benefit, and the value of the lump sum payment described
             in Section 7(a) will be deemed to be the compensation received
             during the three additional years of credited service.

             (c) The payment of the lump sum described in Section 7(a) and the
             crediting of the three additional years of service described in
             Section 7(b) shall discharge any and all Compensation Continuance
             or other severance obligations the Company may have to the
             Executive."






                                         /s/ John T. Chain, Jr.
                                         ---------------------------------------
                                         John T. Chain, Jr.
                                         Chairman, Compensation Committee of the
                                         Board of Directors
                                         R.J. Reynolds Tobacco Holdings, Inc.






AGREED
------



     /s/ Andrew J. Schindler                                  1/4/02
-------------------------------------               --------------------------
         Andrew J. Schindler                                   Date