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                                                                   Exhibit 10.26
Board of Directors Resolutions
Adopted 12-05-01


                   AMENDMENTS TO 1999 LONG-TERM INCENTIVE PLAN
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         RESOLVED, that Section 3(b) of the R.J. Reynolds Tobacco Holdings, Inc.
1999 Long-Term Incentive Plan (the "1999 LTIP"), hereby is amended by deleting
current Section 3(b) of the 1999 LTIP in its entirety and replacing it with the
following language:

                  "The Committee may delegate its duties under the Plan to the
         Chief Executive Officer, to other senior officers of the Corporation,
         or to the Chairman of the Board of Directors, acting as a committee
         established by the Committee, subject to such conditions and
         limitations as the Committee shall prescribe; provided, however, that
         only the Committee may designate and make Grants to Participants who
         are subject to Section 16 of the Exchange Act."

         FURTHER RESOLVED, that Section 12 of the 1999 LTIP hereby is renumbered
Section 13, and that the 1999 LTIP shall be amended by adding the following
language as Section 12:

                  " 12.    Distribution upon Death

                  In the event of the death of a Participant, any distribution
         to which such Participant is entitled under the Plan shall be made to
         the beneficiary designated by the Participant to receive the proceeds
         of any noncontributory group life insurance coverage provided for the
         Participant by the Corporation or a subsidiary of the Corporation
         ("Group Life Insurance Coverage"). If the Participant has not
         designated such beneficiary, or desires to designate a different
         beneficiary, the Participant may file with the Corporation a written
         designation of a beneficiary under the Plan, which designation may be
         changed or revoted only by the Participant, in writing. If no
         designation of beneficiary has been made by a Participant under the
         Group Life Insurance Coverage or filed with the Corporation under the
         Plan, distribution upon such Participant's death shall be made in
         accordance with the provisions of the Group Life Insurance Coverage. If
         a Participant is no longer an employee of the Corporation at the time
         of death, no longer has any Group Life Insurance Coverage and has not
         filed a designation of beneficiary with the Corporation under the Plan,
         distribution upon such Participant's death shall be made to the
         Participant's estate."

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         FURTHER RESOLVED, that the officers of the Corporation and their
designees, and each of them, hereby are authorized to do and perform any and all
acts and to execute and deliver any and all plan documents, amendments,
agreements or other instruments as they may deem necessary or advisable to
effectuate the foregoing resolution, including, without limitation, conforming
amendments to existing grants under the 1999 LTIP with conflicting distribution
upon death provisions, and any actions taken by the officers of the Corporation
and their designees, or any of them, in furtherance of the foregoing resolutions
hereby are approved, ratified and confirmed in all respects.