0000950144-08-001414 Sample Contracts

REYNOLDS AMERICAN INC.
Reynolds American Inc • February 27th, 2008 • Cigarettes

As consideration for your entering into the Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement, attached hereto as Exhibit A and made a part of this document, you will be eligible for special severance and certain change of control protections from Reynolds American Inc. (the “Company”), the terms and conditions of which are set forth below. This agreement will amend and supersede the prior letter agreement regarding Special Severance Benefits and Change of Control Protections, dated , _______, between you and the Company, or an affiliate of the Company (the “Prior Agreement”) and any other severance agreements entered into prior to the date hereof.

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Re: Special Severance Benefits and Change of Control Protections
Reynolds American Inc • February 27th, 2008 • Cigarettes

As consideration for your entering into the Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement, attached hereto as Exhibit A and made a part of this document, you will be eligible for special severance and certain change of control protections from Reynolds American Inc. (the “Company”), the terms and conditions of which are set forth below. This agreement will amend and supersede the prior letter agreement regarding Special Severance Benefits and Change of Control Protections, dated March 31, 2005, between you and the Company, or an affiliate of the Company (the “Prior Agreement”) and any other severance agreements entered into prior to the date hereof.

AMENDED AND RESTATED AGREEMENT
Amended and Restated Agreement • February 27th, 2008 • Reynolds American Inc • Cigarettes

This Amended and Restated Agreement (“Restated Agreement”) among Reynolds American Inc. (“RAI”), R.J. Reynolds Tobacco Holdings, Inc. (“RJR Holdings”), R. J. Reynolds Tobacco Company (“RJR Tobacco”), and the Pension Benefit Guaranty Corporation (“PBGC”) amends and restates the May 20, 1999 agreement among PBGC, RJR Nabisco Holdings Corp., and RJR Tobacco, as amended (“Prior Agreement”), a copy of which is attached hereto as Exhibit 1. This Restated Agreement is effective as of December 31, 2007.

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