0001193125-11-309322 Sample Contracts

Contract
Governance Agreement • November 14th, 2011 • Reynolds American Inc • Cigarettes

AMENDMENT No. 3, dated as of November 11, 2011, (this “Amendment”) to the GOVERNANCE AGREEMENT, dated as of July 30, 2004 (the “Agreement”), as amended, 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 • November 14th, 2011 • Reynolds American Inc • Cigarettes • Delaware

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”), is entered into on November 11, 2011, by REYNOLDS AMERICAN INC. (the “Company”) and BROWN & WILLIAMSON HOLDINGS, INC. (f/k/a Brown & Williamson Tobacco Corporation) (“B&W”).

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