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                                                                   Exhibit 10.32

                                 AMENDMENT NO. 1
                                       TO
                      TANDEM RESTRICTED STOCK/STOCK OPTION
                          AGREEMENT DATED JULY 28, 1999

                      -------------------------------------

         Pursuant to resolutions adopted by the Compensation Committee of the
Board of Directors of R.J. Reynolds Tobacco Holdings, Inc. (the "Company") on
December 5, 2001, the Tandem Restricted Stock/Stock Option Agreements issued by
the Company on June 15, 1999 (the "Agreements"), hereby are amended as follows:

         1. Section 2(b) of each Agreement is deleted in its entirety and the
following language is inserted in place thereof:

         "(b) Restrictions on Transfer of Stock. The shares of Common Stock
granted hereunder may not be sold, tendered, assigned transferred, pledged or
otherwise encumbered prior to the earliest of:

                  (i)      July 28, 2002, for 50% of the shares,
                           July 28, 2003, for an additional 25% of the shares;
                           July 28, 2004, for an additional 25% of the shares;

                  (ii)     the date of the Grantee's Retirement (as defined in
                           this Section 2(b));

                  (iii)    the earlier of (A) 60 days after the date of the
                           Grantee's Permanent Disability (as defined in the
                           Company's Long Term Disability Plan) or (B) receipt
                           of written notice by the Company that the Grantee has
                           made the Section 3 Election (as defined in Section
                           3(a) of this Agreement) to receive the Restricted
                           Stock Grant in unrestricted shares of Common Stock,
                           pursuant to Section (3)(a)(v) of this Agreement, for
                           100% of the shares;

                  (iv)     the earlier of (A) 60 days after the date of the
                           Grantee's death or (B) receipt of written notice by
                           the Company that the Grantee's representative has
                           made the Section 3 Election to receive the Restricted
                           Stock Grant in unrestricted shares of Common Stock,
                           pursuant to Section (3)(a)(v) of this Agreement, for
                           100% of the shares; or

                  (v)      the date of a Change of Control, for 100% of the
                           shares.

         For purposes of this Agreement, the term "Retirement" shall mean
retirement at age 65 or over, or early retirement at age 55 or over with the
approval of the Chief Executive Officer of the Company, which approval
specifically states the number or percentage of shares with respect to which the
restrictions referred to in this Section 2(b) will lapse.



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         Upon the earlier of (i) 60 days after the involuntary termination of
the Grantee's employment with the Company or a subsidiary of the Company without
Cause (as defined in Section 4(d) of this Agreement) (an "Involuntary
Termination") or (ii) receipt of written notice by the Company that the Grantee
has made the Section 3 Election to receive the Restricted Stock Grant in
unrestricted shares of Common Stock pursuant to Section 3(a)(vii) of this
Agreement, the restrictions imposed by this Section 2(b) will lapse with respect
to that number of shares of Common Stock which is equal to (A) the product of
(x) the total number of shares of Common Stock granted to the Grantee under this
Agreement and (y) a fraction, the numerator of which is the number of whole or
partial months between the Date of Grant and the date of the Grantee's
Termination of Employment (as defined in Section 2(c) of this Agreement) and the
denominator of which is 60, minus (B) the number of shares of Common Stock
granted to the Grantee under this Agreement as to which the restrictions set
forth in this Section 2(b) have lapsed prior to such involuntary termination of
employment.

         At the time the restrictions imposed by this Section 2(b) shall lapse
upon any of the shares of Common Stock granted to the Grantee under this
Agreement, provided that the Grantee shall not have made or be deemed to have
made a Section 3 Election for the right to exercise the Option in lieu of
receiving such shares, the appropriate number of shares of Common Stock shall be
delivered to the Grantee without a restrictive legend on any Common Stock
certificate, or, if such shares are held in book-entry form, the Company's
transfer agent shall be instructed to remove the restrictions on such shares."

         2. Section 2(c) of each Agreement is deleted in its entirety and the
following language is inserted in place thereof:

         "(c) Forfeiture of Stock. Upon the earlier of making or being deemed to
have made a Section 3 Election for the right to exercise the Option or the
Grantee's Termination of Employment, subject to the provisions of Section 2(b)
in the case of an Involuntary Termination, the Grantee shall forfeit all right,
title and interest in and to the shares of Common Stock still subject to the
restrictions set forth in Section 2(b)(i) of this Agreement (or the portion
thereof to which such Section 3 Election relates, as the case may be) and to any
dividends to be paid thereafter on such shares. Such forfeited shares of Common
Stock shall revert to the Company and shall not become transferable by the
Grantee or anyone claiming through the Grantee. For purposes of this Agreement,
the term "Termination of Employment" shall mean the termination of the Grantee's
active employment with the Company or a subsidiary of the Company; it does not
mean the termination of the Grantee's pay and benefits at the end of a period of
salary continuation (or other form of severance pay or pay in lieu of salary).
The Committee or its agent shall act promptly to record forfeitures pursuant to
this paragraph on the stock transfer books of the Company."

         3. Section 3 of each Agreement is deleted in its entirety and the
following language is inserted in place thereof:

         "3.  Option Terms

         (a) Elections. During the term of this Agreement, the Grantee or his or
her representative, as applicable, may make one or more of the following
elections, or be deemed to have made one or more of the following elections
(each, a "Section 3

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Election"), in accordance with the following terms and conditions, and any
further procedures which may be established by the Company from time to time:

              (i) During the period from April 28, 2002 until June 28, 2002, the
Grantee may elect to receive up to 50 percent of the Restricted Stock Grant in
unrestricted shares of Common Stock on July 28, 2002, or to cancel up to 50
percent of the Restricted Stock Grant in exchange for the right to exercise the
Option with respect to the same percentage of shares of Common Stock covered by
the Option. On July 28, 2002, if (A) the Grantee did not make a Section 3
Election during the period from April 28, 2002 until June 28, 2002, and (B) (1)
the product of 50 percent of the shares of Common Stock covered by the Option
(the "Option Shares") multiplied by the difference between the closing price of
a share of Common Stock on July 27, 2002 (as reported in the New York Stock
Exchange composite price history) and the exercise price is greater than (2) the
product of 50 percent of the Restricted Stock Grant multiplied by the closing
price of a share of Common Stock on July 27, 2002 (as reported in the NYSE
composite price history), then 50 percent of the Restricted Stock Grant shall be
cancelled and the Grantee shall be deemed to have made a Section 3 Election for
the right to exercise the Option with respect to 50 percent of the Option
Shares.

              (ii) During the period from April 28, 2003 until June 28, 2003,
the Grantee may elect to receive up to 25 percent of the Restricted Stock Grant
in unrestricted shares of Common Stock on July 28, 2003, or to cancel up to 25
percent of the Restricted Stock Grant in exchange for the right to exercise the
Option with respect to the same percentage of shares of Common stock covered by
the Option. On July 28, 2003, if (A) the Grantee did not make a Section 3
Election during the period from April 28, 2003 until June 28, 2003, and (B) (1)
the product of 25 percent of the Option Shares multiplied by the difference
between the closing price of a share of Common Stock on July 27, 2003 (as
reported in the NYSE composite price history) and the exercise price is greater
than (2) the product of 25 percent of the Restricted Stock Grant multiplied by
the closing price of a share of Common Stock on July 27, 2003 (as reported in
the NYSE composite price history), then 25 percent of the Restricted Stock
Grants shall be cancelled and the Grantee shall be deemed to have made a Section
3 Election for the right to exercise the Option with respect to 25 percent of
the Option Shares.

              (iii) During the period from April 28, 2004 until June 28, 2004,
the Grantee may elect to receive up to 25 percent of the Restricted Stock Grant
in unrestricted shares of Common Stock on July 28, 2004, or to cancel up to 25
percent of the Restricted Stock Grant in exchange for the right to exercise the
Option with respect to the same percentage of shares of Common Stock covered by
the Option. On July 28, 2004, if (A) the Grantee did not make a Section 3
Election during the period from April 28, 2004 until June 28, 2004, and (B) the
product of 25 percent of the Option Shares multiplied by the difference between
the closing price of a share of Common Stock on July 27, 2004 (as reported in
the NYSE composite price history) and the exercise price is greater than (2) the
product of 25 percent of the Restricted Stock Grant multiplied by the closing
price of a share of Common Stock on July 27, 2004 (as reported in the NYSE
composite price history), then 25 percent of the Restricted Stock Grant shall be
cancelled and the Grantee shall be deemed to have made a Section 3 Election for
the right to exercise the Option with respect to 25 percent of the Option
Shares.

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              (iv) In the event the date of the Grantee's Retirement occurs
prior to July 28, 2004, during the period of 60 days commencing 90 days prior to
the date of the Grantee's Retirement, the Grantee may elect to receive the
portion of his or her Restricted Stock Grant that will no longer be subject to
the restrictions set forth in Section 2(b) of this Agreement as a result of the
Grantee's Retirement (the "Section 3(a)(iv) Portion") in unrestricted shares of
Common Stock on the date such restrictions lapse or to cancel the Section
3(a)(iv) Portion in exchange for the right to exercise a corresponding portion
of the Option. On the Grantee's Retirement date, if (A) the Grantee did not make
a Section 3 Election during the period of 60 days commencing 90 days prior to
the date of the Grantee's retirement, and (B) (1) the product of the remaining
portion of the Grantee's Restricted Stock Grant that will no longer be subject
to the restrictions set forth in Section 2(b) of this Agreement as a result of
the Grantee's Retirement multiplied by the difference between the closing price
of a share of Common Stock on the business day immediately preceding the
Grantee's Retirement date (as reported in the NYSE composite price history) and
the exercise price is greater than (2) the product of such remaining portion of
the Grantee's Restricted Stock Grant multiplied by the closing price of a share
of Common Stock on the business day immediately preceding the Grantee's
Retirement Date (as reported in the NYSE composite price history), then such
remaining portion of the Grantee's Restricted Stock Grant shall be cancelled and
the Grantee shall be deemed to have made a Section 3 Election for the right to
exercise a corresponding portion of the Option.

              (v) In the event the date of the Grantee's Permanent Disability or
death occurs prior to July 28, 2004, during the period of 60 days commencing on
the date of the Grantee's Permanent Disability or death, as applicable, the
Grantee (or upon the Grantee's death, his or her representative) may elect to
receive the portion of his Restricted Stock Grant still subject to the
restrictions set forth in Section 2(b) of this Agreement immediately prior to
the date of the Grantee's Permanent Disability or death, as applicable (the
"Section 3(a)(v) Portion") in unrestricted shares of Common Stock on the date
such restrictions lapse or to cancel the Section 3(a)(v) Portion in exchange for
the right to exercise a corresponding portion of the Option. On the date 60 days
after the date of the Grantee's Permanent Disability or death, if (A) the
Grantee or his or her representative, as applicable, did not make a Section 3
Election or send a written notice to the Company that the Grantee or such
representative declined to make a Section 3 Election, and (B) (1) the product of
the portion of the Grantee's Restricted Stock Grant still subject to the
restrictions set forth in Section 2(b) of this Agreement immediately prior to
the date of the Grantee's Permanent Disability or death, as applicable,
multiplied by the difference between the closing price of a share of Common
Stock on the business day immediately preceding such date (as reported in the
NYSE composite price history) and the exercise price is greater than (2) the
product of such portion of the Grantee's Restricted Stock Grant still subject to
the restrictions set forth in Section 2(b) of this Agreement multiplied by the
closing price of a share of Common Stock on the business day immediately
preceding the date of the Grantee's Permanent Disability or death, as applicable
(as reported in the NYSE composite price history), then such portion of the
Grantee's Restricted Stock Grant shall be cancelled and the Grantee or his or
her representative, as applicable, shall be deemed to have made a Section 3
Election for the right to exercise a corresponding portion of the Option.

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              (vi) In the event of a Change of Control which occurs prior to
July 28, 2004, on the date of the Change of Control, if (A) the product of the
portion of the Grantee's Restricted Stock Grant still subject to the
restrictions set forth in Section 2(b) of this Agreement immediately prior to
the date of the Change of Control multiplied by the difference between the
closing price of a share of Common Stock on the business day immediately
preceding the Change of Control (as reported in the NYSE composite price
history) and the exercise price is greater than (B) the product of such portion
of the Grantee's Restricted Stock Grant still subject to the restrictions set
forth in Section 2(b) of this Agreement multiplied by the closing price of a
share of Common Stock on the business day immediately preceding the Change of
Control (as reported in the NYSE composite price history), then such portion of
the Grantee's Restricted Stock Grant shall be cancelled and the Grantee shall be
deemed to have made a Section 3 Election for the right to exercise a
corresponding portion of the Option.

              (vii) In the event of an Involuntary Termination (as defined in
Section 2(b) of this Agreement) that occurs prior to July 28, 2004, during the
period of 60 days commencing on the date of such Involuntary Termination, the
Grantee may elect to receive the portion of his or her Restricted Stock Grant
that will no longer be subject to the restrictions set forth in Section 2(b) of
this Agreement as a result of such Involuntary Termination (the "Section
3(a)(vii) Portion") in unrestricted shares of Common Stock on the date such
restrictions lapse or to cancel the Section 3(a)(vii) Portion in exchange for
the right to exercise a corresponding portion of the Option. On the date 60 days
after the date of the Involuntary Termination, if (A) the Grantee did not make a
Section 3 Election, and (B) (1) the product of the portion of the Grantee's
Restricted Stock Grant still subject to the restrictions set forth in Section
2(b) of this Agreement immediately prior to the date of the Involuntary
Termination multiplied by the difference between the closing price of a share of
Common Stock on the business day immediately preceding the date of the
Involuntary Termination (as reported in the NYSE composite price history) and
the exercise price is greater than (2) the product of such portion of the
Grantee's Restricted Stock Grant still subject to the restrictions set forth in
Section 2(b) of this Agreement multiplied by the closing price of a share of
Common Stock on the business day immediately preceding the date of the
Involuntary Termination (as reported in the NYSE composite price history), then
such portion of the Grantee's Restricted Stock Grant shall be cancelled and the
Grantee shall be deemed to have made a Section 3 Election for the right to
exercise a corresponding portion of the Option.

Upon the Grantee or his or her representative, as applicable, making any of the
foregoing Section 3 Elections to receive a portion of the Option in lieu of
unrestricted shares of Common Stock or having been deemed to have made any of
the foregoing Section 3 Elections to receive a portion of the Option in lieu of
unrestricted shares of Common Stock, the portion of the Option subject to such
Section 3 Election shall become exercisable on the date that the restrictions
set forth in Section 2(b) of this Agreement on the corresponding portion of the
Restricted Stock Grant would have lapsed.

         (b) Exercise of Option. The Option shall be exercisable only if and to
the extent the Grantee or his or her representative, as applicable, makes a
Section 3 Election, or is deemed to have made a Section 3 Election, for the
right to exercise the Option in lieu of receiving unrestricted shares of Common
Stock upon the lapsing of the restrictions set forth in Section 2(b) of this
Agreement. Shares subject to the Option may be purchased by giving the Secretary
of the Company written notice of exercise, on a form prescribed

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by the Company, specifying the number of shares to be purchased. The notice of
exercise shall be accompanied by:

              (i) tender to the Company of cash for the full purchase price of
the shares with respect to which such Option or portion thereof is exercised; or

              (ii) the unsecured, demand borrowing by the Grantee from the
Company on an open account maintained solely for this purpose in the amount of
the full exercise price together with the instruction from the Grantee to sell
the shares exercised on the open market through a duly registered broker-dealer
with which the Company makes an arrangement for the sale of such shares under
the Plan. This method is known as the "broker-dealer exercise method" and is
subject to the terms and conditions set forth herein, in the Plan and in
guidelines established by the Committee. The Option shall be deemed to be
exercised simultaneously with the sale of the shares by the broker-dealer. If
the shares purchased upon the exercise of an Option or a portion thereof cannot
be sold for a price equal to or greater than the full exercise price plus direct
costs of the sales, then there is no exercise of the Option. Election of this
method authorizes the Company to deliver shares to the broker-dealer and
authorizes the broker-dealer to sell such shares on the open market. The
broker-dealer will remit proceeds of the sale to the Company which will remit
net proceeds to the Grantee after repayment of the borrowing, deduction of
costs, if any, and withholding of taxes. The Grantee's borrowing from the
Company on an open account shall be a personal obligation of the Grantee which
shall bear interest at the published Applicable Federal Rate ("AFR") for
short-term loans and shall be payable upon demand by the Company. Such borrowing
may be authorized by telephone or other telecommunications acceptable to the
Company. Upon such borrowing and the exercise of the Option or portion thereof,
title to the shares shall pass to the Grantee whose election hereunder shall
constitute instruction to the Company to register the shares in the name of the
broker-dealer or its nominee. The Company reserves the right to discontinue this
broker-dealer exercise method at any time for any reason whatsoever. The Grantee
agrees that if this broker-dealer exercise method under this paragraph is used,
the Grantee promises unconditionally to pay the Company the full balance in his
or her open account at any time upon demand. Grantee also agrees to pay interest
on the account balance at the AFR for short-term loans from and after demand.

         (c) Expiration of Option.

              (i) The Option shall expire or terminate and may not be exercised
to any extent by the Grantee after the first to occur of the following events:

              (A) the tenth anniversary of the Date of Grant, or such earlier
time as the Company may determine is necessary or appropriate in light of
applicable foreign tax laws; or

              (B) immediately upon the Grantee's Termination of Employment for
Cause (as defined in Section 4(d) of this Agreement).

              (ii) In the event the Grantee either (A) makes a Section 3
Election to receive unrestricted shares of Common Stock on the date the
restrictions set forth in Section 2(b) of this Agreement lapse with respect to a
portion of the Restricted Stock Grant, or (B) fails to make a Section 3 Election
during the designated period with respect to a portion of the Restricted Stock
Grant, and no Section 3 Election to receive a portion

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of the Option in lieu of unrestricted shares of Common Stock is deemed to have
been made with respect to such portion of the Restricted Stock Grant, that
portion of the tandem Option to which such Section 3 Election, if made or deemed
to have been made, would have related, shall immediately terminate and have no
force or effect."

         4. The remaining provisions of each Agreement shall remain in full
force and effect.

         EXECUTED as of the 5th day of December, 2001.


                                            R.J. REYNOLDS TOBACCO HOLDINGS, INC.



                                            By: /s/ McDara P. Folan, III
                                                --------------------------------