EXHIBIT 2.5 JOINDER AGREEMENT, dated as of January 9, 2004 (this "Agreement"), among REYNOLDS AMERICAN INC., a North Carolina corporation ("Reynolds American"), BROWN & WILLIAMSON TOBACCO CORPORATION, a Delaware corporation ("B&W"), and R.J. REYNOLDS...

                                                                     EXHIBIT 2.5

                        JOINDER AGREEMENT, dated as of January 9, 2004 (this
                  "Agreement"), among XXXXXXXX AMERICAN INC., a North Carolina
                  corporation ("Xxxxxxxx American"), XXXXX & XXXXXXXXXX TOBACCO
                  CORPORATION, a Delaware corporation ("B&W"), and X.X. XXXXXXXX
                  TOBACCO HOLDINGS, INC., a Delaware corporation ("RJR").

            WHEREAS Section 6.03(c) of the Business Combination Agreement, dated
as of October 27, 2003 (the "Combination Agreement"), between B&W and RJR,
contemplates that Xxxxxxxx American will become a party to the Combination
Agreement; and

            WHEREAS Xxxxxxxx American, B&W and RJR have agreed that Xxxxxxxx
American will become a party to the Combination Agreement.

            NOW, THEREFORE, Xxxxxxxx American hereby agrees with B&W and RJR as
follows:

            SECTION 1. Xxxxxxxx American, by its signature, hereby becomes a
party to the Combination Agreement with the same force and effect as if
originally named as a party therein and hereby agrees to all the terms and
provisions of the Combination Agreement applicable to it.

            SECTION 2. Xxxxxxxx American represents and warrants that this
Agreement has been duly authorized, executed and delivered by it and constitutes
its legal, valid and binding obligation, enforceable against it in accordance
with its terms.

            SECTION 3. This Agreement shall for all purposes be deemed to be a
part of the Combination Agreement and shall be subject to all of the provisions
thereof.



            IN WITNESS WHEREOF, each of the parties hereto have duly executed
this Agreement, all as of the date first written above.

                                   XXXXXXXX AMERICAN INC.,

                                      by XxXXXX X. XXXXX, III
                                         -------------------------------
                                         Name: XxXxxx X. Xxxxx, III
                                         Title: Vice President, Deputy General
                                                Counsel and Secretary

                                   XXXXX & XXXXXXXXXX TOBACCO CORPORATION,

                                      by Xxxxxxx X. Xxxxxxx
                                         -------------------------------
                                         Name: Xxxxxxx X. Xxxxxxx
                                         Title: Vice President, Secretary and
                                                Corporate General Counsel

                                   X.X. XXXXXXXX TOBACCO HOLDINGS, INC. ,

                                      by XxXXXX X. XXXXX, III
                                         -------------------------------
                                         Name:  XxXxxx X. Xxxxx, III
                                         Title: Vice President, Deputy General
                                                Counsel and Secretary