0000950144-08-003380 Sample Contracts

Contract
Governance Agreement • April 30th, 2008 • Reynolds American Inc • Cigarettes

AMENDMENT No. 2, dated as of April 29, 2008, (this “Amendment”) to the GOVERNANCE AGREEMENT, dated as of July 30, 2004 (the “Agreement”), among BRITISH AMERICAN TOBACCO p.l.c., a public limited company incorporated under the laws of England and Wales (“BAT”), BROWN & WILLIAMSON HOLDINGS, INC. (f/k/a Brown & Williamson Tobacco Corporation), a Delaware corporation (“B&W”), and REYNOLDS AMERICAN INC., a North Carolina corporation (“Reynolds American”).

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SHARE REPURCHASE AGREEMENT
Share Repurchase Agreement • April 30th, 2008 • Reynolds American Inc • Cigarettes • Delaware

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”), is entered into on April 29, 2008 by REYNOLDS AMERICAN INC. (the “Company”) and BROWN & WILLIAMSON HOLDINGS, INC. (f/k/a Brown & Williamson Tobacco Corporation) (“B&W”).

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