S-4

As filed with the Securities and Exchange Commission on October 3, 2006

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

REYNOLDS AMERICAN INC.

(Exact Name of Registrant as Specified in its Charter)

North Carolina	2111	20-0546644
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

401 North Main Street

Winston-Salem, North Carolina 27101

(336) 741-2000

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

SEE TABLE OF ADDITIONAL REGISTRANTS

McDara P. Folan, III, Esq.

Senior Vice President, Deputy General Counsel and Secretary

Reynolds American Inc.

401 North Main Street

Winston-Salem, NC 27101

(336) 741-2000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Elizabeth G. Wren, Esq.

Kilpatrick Stockton LLP

214 North Tryon St.

Suite 2500

Charlotte, NC 28202

(704) 338-5123

    Approximate date of commencement of proposed sale of securities to the public: As soon as practicable after this registration statement becomes effective.

       If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   o

       If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

       If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

CALCULATION OF REGISTRATION FEE

	Amount to be	Proposed Maximum Offering	Proposed Maximum	Amount of
Title of Each Class of Securities to be Registered	Registered	Price Per Unit(1)	Aggregate Offering Price(1)	Registration Fee
6.500% Senior Secured Notes due 2007	$236,449,000	100%	$236,449,000	$25,300
Guarantees of 6.500% Senior Secured Notes due 2007	—	—	—	(2)
7.875% Senior Secured Notes due 2009	$185,731,000	100%	$185,731,000	$19,873
Guarantees of 7.875% Senior Secured Notes due 2009	—	—	—	(2)
6.500% Senior Secured Notes due 2010	$299,265,000	100%	$299,265,000	$32,021
Guarantees of 6.500% Senior Secured Notes due 2010	—	—	—	(2)
7.250% Senior Secured Notes due 2012	$367,927,000	100%	$367,927,000	$39,368
Guarantees of 7.250% Senior Secured Notes due 2012	—	—	—	(2)
7.250% Senior Secured Notes due 2013	$625,000,000	100%	$625,000,000	$66,875
Guarantees of 7.250% Senior Secured Notes due 2013	—	—	—	(2)
7.300% Senior Secured Notes due 2015	$199,445,000	100%	$199,445,000	$21,341
Guarantees of 7.300% Senior Secured Notes due 2015	—	—	—	(2)
7.625% Senior Secured Notes due 2016	$775,000,000	100%	$775,000,000	$82,925
Guarantees of 7.625% Senior Secured Notes due 2016	—	—	—	(2)
7.750% Senior Secured Notes due 2018	$250,000,000	100%	$250,000,000	$26,750
Guarantees of 7.750% Senior Secured Notes due 2018	—	—	—	(2)
Total	$2,938,817,000			$314,453

(1)

Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933, as amended. Pursuant to Rule 457(p) under the Securities Act, $222,712.50 of the registration fee is being offset with the unused registration fee associated with a registration statement on Form S-3 (Registration No. 333-132419) filed with the Securities and Exchange Commission on March 14, 2006, by R.J. Reynolds Tobacco Holdings, Inc., and additional registrants named therein, all of which registrants are direct or indirect wholly owned subsidiaries of Reynolds American Inc.

(2)

Pursuant to Rule 457(n), no additional registration fee is required for the guarantees of the notes registered hereby.

    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

TABLE OF ADDITIONAL REGISTRANTS

						Address, Including Zip Code,
	State or Other	Primary Standard		I.R.S.		and Telephone Number,
	Jurisdiction of	Industrial		Employer		Including Area Code, of
	Incorporation or	Classification		Identification		Registrant’s Principal
Exact Name of Registrant	Organization	Code Number		Number		Executive Offices
Conwood Company, LLC	Delaware		2111		62-1691028	813 Ridge Lake Boulevard Suite 100 Memphis, TN 38119 (901) 761-2050
Conwood Holdings, Inc.	Delaware		2111		20-4771396	401 North Main Street Winston-Salem, NC 27101 (336) 741-5162
Conwood Sales Co., LLC	Delaware		2111		62-1691095	813 Ridge Lake Boulevard Suite 100 Memphis, TN 38119 (901) 761-2050
FHS, Inc.	Delaware		2111		51-0380116	1007 North Orange Street Suite 1402 Wilmington, DE 19801 (302) 425-3550
GMB, Inc.	North Carolina		2111		56-1972826	Jefferson Square, Suite 10 153 Jefferson Church Road King, NC 27021 (336) 985-3823
Lane, Limited	New York		2111		13-2855575	2280 Mountain Industrial Blvd. Tucker, GA 30084 (770) 934-8540
RJR Acquisition Corp.	Delaware		2111		13-3490602	1007 North Orange Street Suite 1702 Wilmington, DE 19801 (302) 425-3550
RJR Packaging, LLC	Delaware		2111		55-0831844	401 North Main Street Winston-Salem, NC 27101 (336) 741-5162
R. J. Reynolds Global Products, Inc.	Delaware		2111		04-3625474	401 North Main Street Winston-Salem, NC 27101 (336) 741-5162

						Address, Including Zip Code,
	State or Other	Primary Standard		I.R.S.		and Telephone Number,
	Jurisdiction of	Industrial		Employer		Including Area Code, of
	Incorporation or	Classification		Identification		Registrant’s Principal
Exact Name of Registrant	Organization	Code Number		Number		Executive Offices
R. J. Reynolds Tobacco Co.	Delaware		2111		66-0285918	401 North Main Street Winston-Salem, NC 27101 (336) 741-2000
R. J. Reynolds Tobacco Company	North Carolina		2111		73-1695305	401 North Main Street Winston-Salem, NC 27101 (336) 741-2000
R. J. Reynolds Tobacco Holdings, Inc.	Delaware		2111		56-0959247	401 North Main Street Winston-Salem, NC 27101 (336) 741-2000
Rosswil LLC	Delaware		2111		36-4348321	71 South Wacker Street Chicago, IL 60606 (312) 236-8052
Santa Fe Natural Tobacco Company, Inc.	New Mexico		2111		85-0394268	1 Plaza La Prensa Santa Fe, NM 87507 (505) 473-7617
Scott Tobacco LLC	Delaware		2111		61-1358657	939 Adams St. Bowling Green, KY 42101 (270) 842-5727

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 3, 2006

PROSPECTUS

OFFER TO EXCHANGE

All Outstanding Notes of the Series Listed Below

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,

ON                     , 2006, UNLESS EXTENDED

					Outstanding
Old Notes to be Exchanged		CUSIP Nos.			Principal Amount
Category A
	7.250% Senior Secured Notes due 2013	761713 AA 4	U8001F AA 3	$	625,000,000
	7.625% Senior Secured Notes due 2016	761713 AB 2	U8001F AB 1	$	775,000,000
	7.750% Senior Secured Notes due 2018	761713 AC 0	U8001F AC 9	$	250,000,000
Category B
	6.500% Senior Secured Notes due 2007	761713 AG 1	U8001F AD 7	$	236,449,000
	7.875% Senior Secured Notes due 2009	761713 AJ 5	U8001F AE 5	$	185,731,000
	6.500% Senior Secured Notes due 2010	761713 AL 0	U8001F AF 2	$	299,265,000
	7.250% Senior Secured Notes due 2012	761713 AN 6	U8001F AG 0	$	367,927,000
	7.300% Senior Secured Notes due 2015	761713 AQ 9	U8001F AH 8	$	199,445,000

     We are offering to exchange all of our outstanding notes of the series listed above, which we refer to as the old notes, for our new notes of the corresponding series described herein, which we refer to as the new notes. We refer to the old notes and new notes collectively as the notes. The form and terms of each series of new notes will be substantially the same as the form and terms of the corresponding series of old notes, except that the offer and sale of the new notes have been registered under the Securities Act of 1933, as amended, referred to as the Securities Act, and will not have transfer restrictions, registration rights or certain rights to additional interest that the old notes have. Each new note will be issued in the same principal amount as the old note for which it is exchanged. The new notes will be issued under the same indenture as the old notes. The Category A old notes in the aggregate principal amount of $1.65 billion were issued and sold for cash on May 31, 2006, and the Category B old notes in the aggregate principal amount of $1.29 billion were issued on June 20, 2006, in exchange for outstanding notes of one of our subsidiaries.

     We may redeem the notes in whole or in part at any time by paying a make-whole premium, as described elsewhere in this prospectus. Like the old notes, the new notes will be our senior secured obligations and will rank equally in right of payment with all of our senior debt. We are pledging certain assets, as and to the extent described in this prospectus, to secure our obligations under the new notes. These and other assets also secure our obligations under our senior secured credit facilities. Like the old notes, the new notes will be unconditionally guaranteed by certain of our subsidiaries, including our material domestic subsidiaries. These guarantees will be the senior secured obligations of the guarantors and will rank equally in right of payment with all of their senior debt. These guarantors will secure the notes and their guarantees thereof with certain of their assets as and to the extent described in this prospectus.

Material Terms of the Exchange Offer

•  We will exchange all old notes validly tendered and not properly withdrawn prior to the expiration of the exchange offer for an equal principal amount of new notes. You may withdraw tenders of the old notes at any time prior to the expiration of the exchange offer.

•  The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. The exchange offer is not subject to any condition other than that it not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission.

•  An exchange of old notes for new notes will not be a taxable transaction for U.S. federal income tax purposes.

•  We will not receive any cash proceeds from the exchange offer.

•  There is no existing market for the new notes and we do not intend to apply for their listing on any securities exchange or arrange for them to be quoted on any quotation system. An active trading market for the new notes may not develop, which could make selling the new notes difficult.

     You should carefully consider the risk factors beginning on page 18 of this prospectus before participating in the exchange offer.

     Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. See “Plan of Distribution.”

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2006.

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		18
FORWARD-LOOKING STATEMENTS		35
INDUSTRY DATA		36
THE EXCHANGE OFFER		37
USE OF PROCEEDS		48
CAPITALIZATION		49
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME		50
SELECTED FINANCIAL DATA		52
BUSINESS		54
DESCRIPTION OF MATERIAL INDEBTEDNESS		57
DESCRIPTION OF THE NEW NOTES		59
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		75
PLAN OF DISTRIBUTION		79
LEGAL MATTERS		80
EXPERTS		80
WHERE YOU CAN FIND MORE INFORMATION		80
INCORPORATION BY REFERENCE		80
Ex-3.17
Ex-3.18
Ex-3.19
Ex-3.20
Ex-3.21
Ex-3.22
Ex-3.23
Ex-3.24
Ex-3.25
Ex-3.26
Ex-3.27
Ex-3.28
Ex-3.29
Ex-3.30
Ex-3.31
Ex-3.32
Ex-4.29
Ex-4.30
Ex-5.1
Ex-5.2
Ex-10.32
Ex-10.56
Ex-12.1
Ex-21.1
Ex-23.1
Ex-23.2
Ex-25.1
Ex-25.2
Ex-25.3
Ex-25.4
Ex-25.5
Ex-25.6
Ex-25.7
Ex-25.8
Ex-99.1
Ex-99.2
Ex-99.3
Ex-99.4

      No dealer, salesperson or other person has been authorized to give any information or to make any representations in connection with the exchange offer other than those contained or incorporated by reference in this prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by us. You should assume that the information contained or incorporated by reference in this prospectus is accurate only as of the date of this prospectus or the date of the document incorporated by reference. Neither the delivery of this prospectus nor any exchanges or sales made hereunder shall under any circumstances create an implication that there has been no change in our affairs or that of our subsidiaries since then.

      This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities to which it relates, nor does it constitute an offer to sell or the solicitation of an offer to buy such securities in any jurisdiction in which such offer or solicitation is not authorized, or in which the person making such offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make such an offer or solicitation.

      This prospectus incorporates important business and financial information about us that is not included in or delivered with this prospectus. We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of any such information. Requests for such information should be directed to: Office of the Secretary, Reynolds American Inc., P.O. Box 2990, Winston-Salem, North Carolina 27102-2990, (336) 741-2000. To obtain timely delivery, you must request the information no later than five business days before the expiration of the exchange offer, or no later than                     , 2006.

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SUMMARY

      The following summary may not contain all the information that may be important to you. You should read this entire prospectus and the documents incorporated by reference into this prospectus before deciding to participate in the exchange offer.

      Unless otherwise stated in this prospectus, references to “RAI,” “we,” or “us” refer to Reynolds American Inc. In this prospectus, we refer to certain of our wholly owned subsidiaries as follows:

•  “Conwood” means Conwood Company, LLC, Conwood Sales Co., LLC, Scott Tobacco LLC and Rosswil LLC, collectively;

•  “Conwood Company” means Conwood Company, LLC;

•  “Conwood Holdings” means Conwood Holdings, Inc.;

•  “Conwood Sales” means Conwood Sales Co., LLC;

•  “FHS” means FHS, Inc.;

•  “GMB” means GMB, Inc.;

•  “GPI” means R. J. Reynolds Global Products, Inc.;

•  “Lane” means Lane, Limited;

•  “RJR” means R.J. Reynolds Tobacco Holdings, Inc.;

•  “RJR Acquisition” means RJR Acquisition Corp.;

•  “RJR Packaging” means RJR Packaging, LLC;

•  “RJR Tobacco” means R. J. Reynolds Tobacco Company;

•  “RJR Tobacco Co.” means R. J. Reynolds Tobacco Co.;

•  “Rosswil” means Rosswil LLC;

•  “Santa Fe” means Santa Fe Natural Tobacco Company, Inc.; and

•  “Scott Tobacco” means Scott Tobacco LLC.

Reynolds American Inc.

General

      RAI’s indirect, wholly owned operating subsidiary, RJR Tobacco, is the second largest cigarette manufacturer in the United States, having an approximately 30% share of the U.S. cigarette retail market in 2005 according to data from Information Resources, Inc./ Capstone Research Inc., collectively referred to as IRI. Its largest selling cigarette brands, CAMEL, KOOL, WINSTON, SALEM and DORAL were five of the ten best-selling brands of cigarettes in the United States in 2005. Those brands, and its other brands, including PALL MALL, ECLIPSE, MISTY, CAPRI, CARLTON, VANTAGE, MORE and NOW, are manufactured in a variety of styles and marketed in the United States to meet a range of adult smoker preferences. In addition to RJR Tobacco, RAI’s wholly owned operating subsidiaries include Santa Fe, Lane and GPI, as well as Conwood, which RAI acquired on May 31, 2006. Santa Fe manufactures and markets cigarettes and other tobacco products under the NATURAL AMERICAN SPIRIT brand. Santa Fe markets its products primarily in the United States, and has a small, but growing, international tobacco business. Lane manufactures or distributes cigars, roll-your-own, cigarette and pipe tobacco brands, including DUNHILL and CAPTAIN BLACK tobacco products. GPI manufactures and exports cigarettes to U.S. territories, U.S. duty-free shops and U.S. overseas military bases, and manages a contract manufacturing business. Conwood is the second largest smokeless tobacco products manufacturer in the United States. Conwood’s largest selling moist snuff brands, KODIAK and GRIZZLY, were two of the six best-selling brands of moist snuff in the United States in 2005. Conwood’s other products include loose leaf chewing tobacco, dry snuff, plug and twist tobacco products and held the first or second position in market share in each category in 2005.

      RAI is a North Carolina corporation. Its principal executive offices are located at 401 North Main Street, Winston-Salem, North Carolina 27101, and its telephone number is (336) 741-2000. RAI’s web site is located at http://www.reynoldsamerican.com. The information posted or linked on this web site is not part of this

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prospectus, and you should rely solely on the information contained in this prospectus and the related documents to which we refer herein when deciding whether to exchange your old notes for new notes.

The Conwood Transactions

      On May 31, 2006, RAI acquired Conwood for a total purchase price of $3.5 billion. Conwood is engaged in the business of developing, manufacturing and marketing smokeless tobacco products.

      Concurrently with RAI’s acquisition of Conwood, referred to as the Conwood acquisition, on May 31, 2006, RAI issued and sold the old 7.250% Senior Secured Notes due 2013, old 7.625% Senior Secured Notes due 2016 and old 7.750% Senior Secured Notes due 2018, collectively referred to as the Category A old notes, in the aggregate principal amount of $1.65 billion, in a private offering, and entered into new $2.1 billion senior secured credit facilities, referred to as the credit facilities, comprised of a $1.55 billion six-year senior secured term loan, referred to as the term loan, and a $550 million five-year senior secured revolving credit facility (which may be increased to $800 million at the discretion of the lenders and at the request of RAI), referred to as the revolver. RAI used the net proceeds from the sale of the Category A old notes, together with borrowings under the term loan and approximately $380 million of available cash, to pay the $3.5 billion purchase price for the Conwood acquisition and the fees and expenses related to the Conwood acquisition and these financing transactions, collectively referred to as the Conwood transactions.

      Concurrently with the Conwood transactions, RAI conducted an exchange offer, in a private offering, referred to as the prior RJR exchange offer, for certain series of notes of RJR, to the extent such notes were held by institutions that were both “qualified institutional buyers,” as defined in Rule 144A under the Securities Act, and “accredited investors,” as defined in Regulation D under the Securities Act. Pursuant to the prior RJR exchange offer, on June 20, 2006, RAI issued old 6.500% Senior Secured Notes due 2007, old 7.875% Senior Secured Notes due 2009, old 6.500% Senior Secured Notes due 2010, old 7.250% Senior Secured Notes due 2012 and old 7.300% Senior Secured Notes due 2015, collectively referred to as the Category B old notes, in the aggregate principal amount of $1.29 billion.

RAI’s Strengths

      Through its operating subsidiaries, RAI has a strong market position and extensive brand recognition in the U.S. cigarette industry. RAI has demonstrated the ability to consistently generate substantial cash flows through its increasing operating margins, low capital expenditures and low working capital investments and has established an improved cost structure as the result of productivity initiatives. From 2003 to 2005, RJR implemented a restructuring program that has led to significant annual cost savings. RAI and its operating subsidiaries have a demonstrated track record of successful integration, having achieved substantial annual synergies related to the combination, in July 2004, of the U.S. tobacco business of Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation, referred to as B&W, with RJR Tobacco, which combination is referred to (together with RAI’s acquisition of Lane, which occurred as part of the B&W transaction) as the B&W business combination. Net cash from operating activities as a percentage of net sales increased from 11.0% in 2003 to 15.4% in 2005.

      The Conwood acquisition, which closed on May 31, 2006, has provided RAI an opportunity to enter the moist snuff tobacco category and leverage its subsidiaries’ existing assets, overall scale, and distribution and trade relationships in a growing category of the U.S. tobacco industry, with higher margins than those in the cigarette category.

RJR Tobacco’s Marketing Strategy

      RAI’s operating subsidiaries primarily conduct business in the highly competitive U.S. cigarette market, which has a few large manufacturers and many smaller participants. The U.S. cigarette market is a mature market in which overall consumer demand is expected to decline over time.

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      RJR Tobacco’s brand portfolio strategy, which took effect at the beginning of 2005, includes three categories of brands: investment, selective support and non-support. The investment brands are CAMEL and KOOL, which receive significant resources focused on accelerating their share-of-market growth. The selective support brands include two full-price brands, WINSTON and SALEM, and two savings brands, DORAL and PALL MALL, all of which receive limited support in an effort to optimize profitability. ECLIPSE, a full-price brand of cigarettes that primarily heats rather than burns tobacco, is also a selective support brand. The non-support brands, comprised of all remaining brands, are managed to maximize near-term profitability. RJR Tobacco expects that, over a four- to six-year time frame, this focused portfolio strategy will result in growth in RJR Tobacco’s total market share, as gains on investment brands more than offset declines among other brands. The share results for 2005 and the first six months of 2006 were in line with the current brand portfolio strategy.

Litigation Summary and Update

      Various legal proceedings, including litigation claiming that cancer and other diseases, as well as addiction, have resulted from the use of, or exposure to, RAI’s operating subsidiaries’ products, are pending or may be instituted against RJR Tobacco, Conwood or their affiliates, including RAI, or indemnitees. RJR Tobacco agreed, in connection with the B&W business combination, to indemnify B&W against certain tobacco-related litigation liabilities.

      During the second quarter of 2006, process in 39 cigarette-related cases was served against RJR Tobacco or its affiliates or indemnitees. On July 14, 2006, 1,291 cigarette-related cases were pending against these entities: 1,285 in the United States (including 961 individual smoker cases pending in a West Virginia state court as a consolidated action); two in Puerto Rico; three in Canada and one in Israel. Of the 1,291 total cases, 36 cases are pending against B&W that are not also pending against RJR Tobacco. The U.S. case number does not include the 2,626 Broin II cases pending as of July 14, 2006, which involve individual flight attendants alleging injuries as a result of exposure to environmental tobacco smoke, referred to as ETS or secondhand smoke, in aircraft cabins. On June 30, 2006, there were 1,272 cigarette-related cases pending in the United States against RJR Tobacco or its affiliates or indemnitees, as compared with 1,371 such pending cases on June 30, 2005, in each case excluding the Broin II cases. For a more complete description of the litigation involving RAI and its operating subsidiaries, including the cases discussed below, and of the Master Settlement Agreement and other state settlement agreements, see note 8 to the condensed consolidated financial statements (unaudited) contained in RAI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, referred to as RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein.

      In November 1998, the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, entered into the Master Settlement Agreement, referred to as the MSA, with 46 U.S. states and certain U.S. territories and possessions. The MSA and separate settlement agreements with each of the four states not party to the MSA settled all health-care cost recovery actions brought by, or on behalf of, the settling jurisdictions, released the major U.S. cigarette manufacturers from various additional present and potential future claims, imposed a stream of future payment obligations on RJR Tobacco, B&W and other major U.S. cigarette manufacturers and placed significant restrictions on their ability to market and sell cigarettes. The aggregate cash payments made by RJR Tobacco under the MSA and the other state settlement agreements were $1.8 billion, $2.0 billion and $2.7 billion in 2003, 2004 and 2005, respectively. These amounts do not include payments made in connection with B&W’s U.S. brands prior to July 30, 2004. RJR Tobacco estimates its payments, including payments made in connection with B&W’s U.S. brands acquired in the B&W business combination, will be approximately $2.6 billion in each of 2006 and 2007 and will exceed $2.7 billion thereafter, subject to certain adjustments.

      In July 2000, a jury in the Florida state court case Engle v. R. J. Reynolds Tobacco Co. rendered a punitive damages verdict in favor of the “Florida class” of approximately $145 billion, with approximately $36.3 billion and $17.6 billion being assigned to RJR Tobacco and B&W, respectively. RJR Tobacco, B&W and the other defendants appealed this verdict. On May 21, 2003, Florida’s Third District Court of Appeal reversed the trial court’s final judgment and remanded the case to the Miami-Dade County Circuit

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Court with instructions to decertify the class. On October 23, 2003, the plaintiffs asked the Florida Supreme Court to review the case. The Florida Supreme Court accepted the case and issued its decision on July 6, 2006. The court affirmed the appellate court’s dismissal of punitive damages awards against RJR Tobacco and B&W and decertified, on a going-forward basis, a Florida-wide class action on behalf of smokers claiming illnesses caused by addiction to cigarettes. The court preserved a number of class-wide findings from the Engle trial, including that cigarettes can cause certain diseases, that nicotine is addictive and that defendants placed defective and unreasonably dangerous cigarettes on the market, and authorized class members to avail themselves of those findings in individual lawsuits, provided they commence those lawsuits within one year of the date the court’s decision becomes final. The court specified that the class is confined to those Florida residents who developed smoking-related illnesses that “manifested” themselves on or before November 21, 1996. RJR Tobacco and the other defendants in Engle have filed a rehearing motion arguing, among other things, that the findings from the Engle trial are not sufficiently specific to serve as the basis for further proceedings and that the Florida Supreme Court’s application of the class action rule denies defendants due process. The plaintiffs have also filed a rehearing motion arguing that some smokers who became sick after November 21, 1996 and who are therefore not class members should nevertheless have the statute of limitations tolled since they may have refrained from filing suit earlier in the mistaken belief that they were Engle class members.

      On September 22, 1999, the U.S. Department of Justice brought an action against RJR Tobacco, B&W and other tobacco companies in the U.S. District Court for the District of Columbia. The government initially sought to recover funds expended by the federal government in providing health care to smokers who have developed diseases and injuries alleged to be smoking-related. In addition, the government sought, pursuant to the civil provisions of the federal Racketeer Influenced and Corrupt Organization Act, referred to as RICO, disgorgement of profits the government contends were earned as a consequence of a RICO racketeering “enterprise.” In September 2000, the court dismissed the government’s claims asserted under the Medical Care Recovery Act as well as those under the Medicare as Secondary Payer provisions of the Social Security Act, but did not dismiss the RICO claims. In February 2005, the U.S. Court of Appeals for the District of Columbia ruled that disgorgement is not an available remedy in this case. The government’s petition for rehearing was denied in April 2005, and the government’s petition for writ of certiorari with the U.S. Supreme Court was denied in October 2005. The bench (non-jury) trial began in September 2004, and closing arguments concluded June 10, 2005.

      On August 17, 2006, the court found the defendants liable for the RICO claims, but did not impose any direct financial penalties. The court instead enjoined the defendants from committing future racketeering acts, participating in certain trade organizations, making misrepresentations concerning smoking and health and youth marketing, and using certain brand descriptors such as “low tar,” “light,” “ultra light,” “mild” and “natural.” The court also ordered defendants to issue “corrective communications” on five subjects, including smoking and health and addiction, and to comply with further undertakings, including maintaining web sites of historical corporate documents and disseminating certain marketing information on a confidential basis to the government. In addition, the court placed restrictions on the ability of the defendants to dispose of certain assets for use in the United States unless the transferee agrees to abide by the terms of the court’s order. The order also requires the defendants to reimburse the U.S. Department of Justice its costs incurred in connection with this case.

      The defendants, including RJR Tobacco, have filed notices of appeal to the U.S. Court of Appeals for the District of Columbia. In addition, the defendants, including RJR Tobacco, filed joint motions asking the district court to clarify and to stay its order pending this appeal. On September 28, 2006, the district court denied defendants’ motion to stay. On September 29, 2006, the defendants, including RJR Tobacco, petitioned the court of appeals to stay the district court’s order pending the defendants’ appeal.

      Schwab [McLaughlin] v. Philip Morris USA, Inc., a nationwide “lights” class action, was filed on May 11, 2004, in the U.S. District Court for the Eastern District of New York, against RJR Tobacco and B&W, as well as other tobacco manufacturers. The plaintiffs’ motion for class certification and various other motions were heard on September 13, 2006. On September 25, 2006, the court, among other things, granted class certification and set a trial date of January 22, 2007. RJR Tobacco intends to request the

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U.S. Court of Appeals for the Second Circuit to review the class certification decision and to stay the district court’s decision pending that review.

      As of September 29, 2006, Conwood was a defendant in 11 cases in West Virginia and one in Florida in which plaintiffs are alleging, among other claims, that they sustained personal injuries as a result of using Conwood’s smokeless tobacco products. The West Virginia cases are pending before the same West Virginia court as the 961 consolidated individual smoker cases against RJR Tobacco, B&W, as RJR Tobacco’s indemnitee, or both. On December 3, 2001, the court severed the smokeless tobacco cases and stayed them pending the conclusion of the proceedings on the individual smoker cases.

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Organizational Structure

      The following is a summary organizational chart of RAI and its subsidiaries. Certain of RAI’s direct and indirect domestic subsidiaries, including its material domestic subsidiaries, guarantee the old notes and will guarantee the new notes as shown in the chart below. Each guarantor is wholly owned by its parent. The guarantors of the notes also guarantee RAI’s obligations under RAI’s credit facilities. RAI and the subsidiary guarantors of RJR shown in the chart below also currently guarantee approximately $161 million of RJR notes.

(1)  RJR, RJR Packaging, GPI and Scott Tobacco became guarantors of the old notes effective September 30, 2006.

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The Exchange Offer

Background	On May 31, 2006, in order to help finance the Conwood acquisition, RAI issued and sold $1.65 billion of Category A old notes to a group of initial purchasers in a private offering exempt from the registration and prospectus delivery requirements of the Securities Act. In connection with the issuance of the Category A old notes, RAI and certain guarantors of these old notes entered into a registration rights agreement with the initial purchasers pursuant to which RAI and the guarantors agreed, among other things, to complete an exchange offer registered under the Securities Act for the Category A old notes within 210 days following their issuance.
	On June 20, 2006, RAI issued $1.29 billion aggregate principal amount of Category B old notes pursuant to the prior RJR exchange offer, in a private offering exempt from the registration and prospectus delivery requirements of the Securities Act. In connection with this transaction, RAI and certain guarantors of the Category B old notes entered into a registration rights agreement with the trustee under the indenture related to the notes pursuant to which RAI and the guarantors agreed, among other things, to complete an exchange offer registered under the Securities Act for the Category B old notes within 210 days following their issuance.
	See “The Exchange Offer — Purpose and Effect of the Exchange Offer.”
Exchange Offer	In order to satisfy the obligations of RAI and the guarantors under the registration rights agreements, RAI is hereby offering to exchange, upon the terms and conditions set forth in this prospectus, up to the aggregate principal amount of the series of old notes listed on the cover of this prospectus for an equal principal amount of corresponding series of new notes described in this prospectus. See “The Exchange Offer — Terms of the Exchange Offer.”
	If the exchange offer is not completed by December 27, 2006, in the case of the Category A old notes, or by January 16, 2007, in the case of the Category B old notes, then we will pay additional interest, at the rate of 0.5% per year, to the holders of the old notes until the exchange offer is completed.
Procedures for Participating in the Exchange Offer	If you wish to participate in the exchange offer, you must complete, sign and date an original or facsimile of the accompanying letter of transmittal in accordance with the instructions contained in this prospectus and the letter of transmittal, and send the letter of transmittal, or a facsimile of the letter of transmittal, and the old notes you wish to exchange and any other required documentation to the exchange agent at the address set forth on the cover page of the letter of transmittal. These materials must be received by the exchange agent prior to the expiration of the exchange offer.

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	By executing or agreeing to be bound by the letter of transmittal, you will represent to us and agree that, among other things:
	• the new notes to be issued to you in the exchange offer are being acquired in the ordinary course of your business;
	• you have no arrangement or understanding with any person to participate, or any intention to participate, in the distribution (within the meaning of the Securities Act) of the new notes to be issued to you in the exchange;
	• you are not an affiliate (as defined in Rule 405 promulgated under the Securities Act) of RAI or a guarantor;
	• if you are a broker-dealer, you did not purchase your old notes directly from RAI for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration;
	• if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, you will deliver a prospectus in connection with any resale of the new notes; and
	• you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.
	See “The Exchange Offer — Procedures for Tendering Old Notes” and “— Resale of the New Notes.”
	If you hold old notes through The Depository Trust Company, referred to as DTC, in the form of book-entry interests, and wish to participate in the exchange offer, you must cause the book-entry transfer of the old notes to the exchange agent’s account at DTC, and the exchange agent must receive a confirmation of book-entry transfer and either:
	• a completed letter of transmittal; or
	• an agent’s message transmitted pursuant to DTC’s Automated Tender Offer Program, referred to as ATOP, by which each tendering holder will agree to be bound by the letter of transmittal.
	See “The Exchange Offer — Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program.”
Resale of the New Notes	Based on interpretations by the staff of the Securities and Exchange Commission, referred to as the SEC, as set forth in no-action letters issued to third parties unrelated to us, we believe that the new notes may be offered for sale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that you can make the representations that appear above under “— Procedures for Participating in the Exchange Offer.” Any holder of old notes who cannot make these representations may not rely on the staff’s interpretations discussed above or participate in the exchange offer and must comply with the registration and

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	prospectus delivery requirements of the Securities Act in order to resell the old notes.
	If you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, you must represent and agree in the letter of transmittal that you will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new notes. Such a broker-dealer may use this prospectus to resell the new notes. We have agreed that for a period of up to 180 days after the registration statement of which this prospectus is a part is declared effective, we will make this prospectus, as amended or supplemented, available to any such broker-dealer that requests copies of this prospectus in the letter of transmittal for use in connection with any such resale.
	The SEC has not considered this exchange offer in the context of a no-action letter, and we cannot be sure that the staff of the SEC would make a similar determination with respect to this exchange offer as it did in the no-action letters to the unrelated persons upon which we are relying. See “The Exchange Offer — Resale of the New Notes.”
Expiration	The exchange offer will expire at 5:00 p.m., New York City time, on                     , 2006, or a later date and time to which RAI extends it. RAI does not currently intend to extend the expiration date, although we reserve the right to do so. See “The Exchange Offer — Expiration Date; Extensions; Amendment; Termination.”
Withdrawal	You may withdraw your tender of old notes pursuant to the exchange offer at any time prior to the expiration of the exchange offer by complying with the procedures for withdrawal described in “The Exchange Offer — Withdrawal of Tenders.”
Condition of the Exchange Offer	The exchange offer is subject to the condition that it does not violate applicable law or any applicable interpretation of the staff of the SEC. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. See “The Exchange Offer — Condition.”
Special Procedures for Beneficial Owners	If you are a beneficial owner of old notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those old notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those old notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration of the exchange offer. See “The Exchange Offer — Procedures for Tendering Old Notes.”

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Guaranteed Delivery Procedures	If you wish to tender your old notes and your old notes are not immediately available or you cannot deliver your old notes, the letter of transmittal or any other required documents, or you cannot comply with the procedures for transfer of book-entry interests prior to the expiration of the exchange offer, you may tender your old notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”
Acceptance of Old Notes and Delivery of New Notes	Subject to the satisfaction or waiver of the condition to the exchange offer as discussed above, RAI will accept for exchange any and all old notes validly tendered and not properly withdrawn prior to the expiration of the exchange offer. The new notes issued pursuant to the exchange offer will be issued and delivered promptly following the expiration of the exchange offer. We will return to you any old notes not accepted for exchange for any reason without expense to you promptly after the expiration of the exchange offer. See “The Exchange Offer — Acceptance of Tendered Old Notes.”
Federal Income Tax Considerations	The exchange of old notes for new notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See “Material U.S. Federal Income Tax Consequences.”
Consequences of Not Exchanging Old Notes	If you are eligible to participate in the exchange offer and you do not tender your old notes, or your tendered old notes are not accepted for exchange, following the completion of the exchange offer your old notes will remain outstanding and continue to accrue interest in accordance with their terms, but will not retain any rights under the applicable registration rights agreement and will continue to be subject to the existing restrictions on transfer. In general, the old notes may not be offered or sold unless registered under the Securities Act, or pursuant to an exemption from the registration requirements of, or in a transaction not subject to, the Securities Act. Except under limited circumstances as described in “The Exchange Offer — Shelf Registration,” upon completion of the exchange offer, RAI will have no further obligation to provide for the registration under the Securities Act of the old notes. In addition, the trading market for the old notes will become more limited to the extent holders of old notes participate in the exchange offer.
Use of Proceeds	We will not receive any cash proceeds from the exchange offer. We will bear the expenses of the exchange offer. We used the net proceeds of the sale of the Category A old notes to help finance the Conwood acquisition.
Exchange Agent	The Bank of New York Trust Company, N.A. is serving as exchange agent for the exchange offer. The address and the facsimile and telephone numbers of the exchange agent are provided in this prospectus under “The Exchange Offer — Exchange Agent” and in the letter of transmittal.

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The New Notes

Issuer	Reynolds American Inc.
Notes Offered	The new notes will be the direct obligations of RAI and will consist of up to:
	• $236,449,000 initial principal amount of new 6.500% Senior Secured Notes due 2007, which mature on June 1, 2007;
	• $185,731,000 initial principal amount of new 7.875% Senior Secured Notes due 2009, which mature on May 15, 2009;
	• $299,265,000 initial principal amount of new 6.500% Senior Secured Notes due 2010, which mature on July 15, 2010;
	• $367,927,000 initial principal amount of new 7.250% Senior Secured Notes due 2012, which mature on June 1, 2012;
	• $625,000,000 initial principal amount of new 7.250% Senior Secured Notes due 2013, which mature on June 1, 2013;
	• $199,445,000 initial principal amount of new 7.300% Senior Secured Notes due 2015, which mature on July 15, 2015;
	• $775,000,000 initial principal amount of new 7.625% Senior Secured Notes due 2016, which mature on June 1, 2016; and
	• $250,000,000 initial principal amount of new 7.750% Senior Secured Notes due 2018, which mature on June 1, 2018.
Form and Terms of New Notes	The form and terms of each series of new notes will be substantially the same as the form and terms of the corresponding series of old notes, except that the offer and sale of the new notes have been registered under the Securities Act, and the new notes will not have transfer restrictions, registration rights or certain rights to additional interest that the old notes have. The new notes will be issued under the indenture dated May 31, 2006, among RAI, The Bank of New York Trust Company, N.A., as trustee, and the guarantors party thereto, referred to as the 2006 indenture, which is the indenture under which the old notes were issued. See “Description of the New Notes” for a full description of the new notes.
Interest Payment Dates	Each series of new notes will have the same interest payment dates as the corresponding series of old notes for which they are being offered in exchange.
	Generally, each new note will bear interest from the most recent interest payment date on which interest has been paid on the corresponding old note. If no interest has been paid on an old note, then the corresponding new note will bear interest from May 31, 2006, in the case of Category A old notes, or from the most recent date on which interest was paid on the RJR note tendered in exchange for a Category B old note, in the case of Category B old notes. Generally, holders of old notes that are accepted for exchange will be deemed to have waived the right to receive any payment in respect of interest accrued from the date of the last interest payment date in respect of their old

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notes until the date of the issuance of the new notes. Consequently, holders of new notes will receive the same interest payments that they would have received had they not exchanged their old notes in the exchange offer.

New Notes Series	Annual Interest Payment Dates
6.500% Senior Secured Notes due 2007	June 1 and December 1
7.875% Senior Secured Notes due 2009	May 15 and November 15
6.500% Senior Secured Notes due 2010	January 15 and July 15
7.250% Senior Secured Notes due 2012	June 1 and December 1
7.250% Senior Secured Notes due 2013	June 1 and December 1
7.300% Senior Secured Notes due 2015	January 15 and July 15
7.625% Senior Secured Notes due 2016	June 1 and December 1
7.750% Senior Secured Notes due 2018	June 1 and December 1

Guarantees

Upon issuance, payment of principal and interest on the new notes will be jointly, severally and unconditionally guaranteed by certain direct and indirect domestic subsidiaries of RAI, including RAI’s material domestic subsidiaries. Each subsidiary of RAI that guarantees RAI’s obligations under its credit facilities will guarantee RAI’s obligations under the new notes. RAI’s subsidiaries that will guarantee the new notes are Conwood Company, Conwood Holdings, Conwood Sales Co., FHS, GMB, Lane, RJR Acquisition, RJR Packaging, GPI, RJR Tobacco Co., RJR Tobacco, RJR, Rosswil, Santa Fe and Scott Tobacco. Any guarantor that is released from its guarantee under the credit facilities also will be automatically released from its guarantee of the notes. See “Description of the New Notes — The Guarantees.”

Security

Upon issuance, the new notes and the related guarantees will be secured by any principal property (as defined in the 2006 indenture) of RAI and the guarantors, as and to the extent described herein, and the stock, indebtedness or other obligations of RJR Tobacco. These assets also constitute a portion of the security for the obligations of RAI and the guarantors under RAI’s credit facilities (which are secured by substantially all the assets of these entities). If these assets are no longer pledged as security for the obligations of RAI and the guarantors under RAI’s credit facilities (or any other indebtedness) for any reason, generally, they will automatically be released as security for the notes and the guarantees. Under the terms of RAI’s credit facilities, generally, the security therefor will be automatically released at such time, if any, as the term loan is paid in full and RAI obtains investment grade corporate ratings (with not worse than stable outlooks) from each of Moody’s

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	Investors Service, Inc., referred to as Moody’s, and Standard & Poor’s, a division of the McGraw Hill Companies, Inc., referred to as S&P. In addition, whether or not there is any change in the rating of RAI or any debt of RAI, the lenders under the credit facilities have the right, at any time, in their sole discretion, to instruct the collateral agent thereunder to release all or any portion of the security for both such credit facilities and the notes without obtaining any consent or approval from any holders of the notes. See “Description of the New Notes — Security for the New Notes and the Guarantees.”
Ranking	Upon issuance, RAI’s obligations under the new notes will be guaranteed by certain of its direct and indirect domestic subsidiaries, including its material domestic subsidiaries. The new notes will be the direct, senior secured obligations of RAI and will:
	• rank equally in right of payment with RAI’s existing and future senior obligations and, while secured, equally in right of security and priority with RAI’s existing and future senior obligations that are secured by the same assets. As of June 30, 2006, not including RAI’s guarantee of the RJR notes, RAI had senior obligations of $5.185 billion (including current liabilities and intercompany obligations). Of these obligations, $1.575 billion are secured by a first priority security interest in substantially all the assets of RAI; the notes, in the aggregate principal amount of $2.939 billion, are secured by a first priority security interest in only a portion of these same assets; and $671 million are unsecured. In addition, as of June 30, 2006, RAI had obligations of $161 million related to its guarantee of RJR’s obligations under the RJR notes;
	• rank senior to any existing and future obligations from time to time of RAI that are, by their terms, expressly subordinated in right of payment to the notes. As of June 30, 2006, RAI had no subordinated obligations;
	• be structurally subordinated to the obligations of any non-guarantor subsidiaries of RAI. As of June 30, 2006, RAI’s non-guarantor subsidiaries had obligations of $98 million; and
	• be effectively subordinated to RAI’s obligations under its credit facilities and any future obligations of RAI to the extent of the value of those assets securing the credit facilities and such future obligations that do not secure the notes. As of June 30, 2006, RAI had $1.575 billion of indebtedness (consisting of borrowings and letters of credit issued under RAI’s credit facilities) secured by substantially all the assets of RAI. Only a portion of these same assets secures the notes, in the aggregate principal amount of $2.939 billion. In addition, as of June 30, 2006, RAI had $525 million of availability under its revolver, all of which, if borrowed, would be secured by substantially all the assets of RAI.

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	Similarly, the guarantees related to the new notes will be the senior secured obligations of the guarantors and will:
	• rank equally in right of payment with the existing and future senior obligations of the guarantors and, while secured, equally in right of security and priority with the guarantors’ other existing and future senior obligations that are secured by the same assets. As of June 30, 2006 (after giving effect to certain transactions that occurred effective September 30, 2006, relating to intercompany obligations that existed on June 30, 2006), the guarantors had senior obligations of $11.823 billion (including the RJR notes, tobacco settlement and related accruals and current liabilities and intercompany obligations). Of these obligations, $1.575 billion are secured by a first priority security interest in substantially all the assets of the guarantors; the notes, in the aggregate principal amount of $2.939 billion, are secured by a first priority security interest in only a portion of these same assets of the guarantors; and $7.309 billion are unsecured;
	• rank senior to any existing and future subordinated obligations from time to time of the guarantors that are, by their terms, expressly subordinated in right of payment to the notes. As of June 30, 2006, the guarantors did not have any obligations that were subordinated to their guarantees of the notes;
	• be structurally subordinated to all of the obligations of any non-guarantor subsidiaries of the guarantors. As of June 30, 2006, the guarantors’ non-guarantor subsidiaries had obligations of $98 million; and
	• be effectively subordinated to their guarantees of RAI’s current and future obligations under the credit facilities and any future additional obligations of RAI to the extent of the value of those assets securing the guarantees of the credit facilities and such other future obligations that do not secure the guarantees of the notes. As of June 30, 2006, the guarantors had $1.575 billion of indebtedness (consisting of their guarantees of borrowings and letters of credit issued under RAI’s credit facilities) secured by substantially all their assets. The notes, in the aggregate principal amount of $2.939 billion, and related guarantees are secured by only a portion of these assets. In addition, as of June 30, 2006, RAI had $525 million of availability under its revolver, all of which, if borrowed, would be secured by substantially all the assets of the guarantors.
	See “Description of the New Notes — Ranking.”
Redemption	At our option and subject to certain restrictions under our credit facilities, we may redeem the new notes, in whole or in part, at any time, at a redemption price equal to the greater of (1) 100% of the principal amount of the new notes, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the new notes discounted to the date of redemption, plus accrued and unpaid interest to the redemption

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	date and a “make-whole” premium, as described under the heading “Description of the New Notes — Optional Redemption.”
Covenants	We will issue the new notes under the 2006 indenture, which contains covenants that will, with certain exceptions, restrict the ability of RAI and certain of its subsidiaries to:
	• mortgage or pledge certain of their assets to secure indebtedness;
	• engage in sale/leaseback transactions; or
	• consolidate, merge or transfer all or substantially all of their property and assets.
Risk Factors	See “Risk Factors” for a discussion of some of the risks you should carefully consider, along with the other information in this prospectus, before deciding to participate in the exchange offer.
Absence of Market for the New Notes	The new notes generally will be fully transferable but will be new securities for which there is no existing trading market. We do not intend to apply for listing of the new notes on any securities exchange or to arrange for any quotation system to quote them. An active trading market for the new notes may not develop, or if it does, it may not be liquid or it may not continue.

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Summary Selected Historical Consolidated and Pro Forma Financial Data of RAI

      The summary selected historical consolidated financial data of RAI set forth below, other than the 2003 balance sheet data, are derived from RAI’s consolidated financial statements and accompanying notes incorporated by reference herein. The consolidated financial statements of RAI include the results of:

•  RJR through July 30, 2004;

•  RAI and the acquired operations of B&W and Lane subsequent to July 30, 2004; and

•  Conwood subsequent to May 31, 2006.

      You should read this summary selected historical consolidated financial data in conjunction with “Selected Financial Data” appearing elsewhere in this prospectus, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RAI’s June 30, 2006, Form 10-Q and the financial statements and notes thereto incorporated by reference herein.

      The pro forma statement of operations data for 2005 and the six months ended June 30, 2006, gives effect to the Conwood transactions as if they occurred on January 1, 2005, and January 1, 2006, respectively. They were actually completed on May 31, 2006. You should read the 2005 pro forma data in conjunction with the “Unaudited Pro Forma Condensed Combined Financial Information” appearing in RAI’s Current Report on Form 8-K/A filed on August 4, 2006, and incorporated by reference herein and “Unaudited Pro Forma Condensed Combined Statement of Income” appearing elsewhere in this prospectus. This information is provided for illustrative purposes only and is not necessarily indicative of what RAI’s results of operations would have been if the Conwood transactions had actually occurred on January 1, 2005, or January 1, 2006. In addition, this information is based on estimates and assumptions described in the notes accompanying such information, which estimates have been made solely for the purpose of developing such pro forma information. All dollar amounts are in millions.

	Year Ended December 31,												Six Months Ended June 30,
										2005									2006
	2003			2004			2005			Pro Forma			2005			2006			Pro Forma
										(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Results of Operations:
Net sales(1)	$	5,267		$	6,437		$	8,256		$	8,709		$	4,060		$	4,251		$	4,453
Cost of products sold(1)(2)		3,218			3,872			4,919			5,014			2,352			2,441			2,482
Selling, general and administrative expenses		1,327			1,455			1,611			1,714			776			734			779
Amortization expense		—			24			41			41			24			14			14
Fixture impairment		106			—			—			—			—			—			—
Restructuring and asset impairment charges		368			5			2			2			(1	)		—			—
Loss on sale of assets		—			—			24			24			25			—			—
Goodwill and trademark impairment charges		4,089			199			200			200			—			—			—
Operating income (loss)		(3,841	)		882			1,459			1,714			884			1,062			1,178
Interest and debt expense		111			85			113			357			50			87			188
Interest income		(29	)		(30	)		(85	)		(73	)		(30	)		(59	)		(54	)
Provision for (benefit from) income taxes		(229	)		202			431			431			325			390			394
Income (loss) from continuing operations		(3,689	)		627			985			984			532			647			653
Net income (loss)		(3,446	)		688			1,042			1,041			532			721			727

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		As of December 31,						As of June 30,
		2003		2004		2005		2005		2006
								(Unaudited)
Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	1,630	$	1,972	$	2,706	$	2,138	$	1,822
	Total current assets		3,331		4,624		5,065		4,490		4,083
	Property, plant and equipment, net		894		1,129		1,053		1,094		1,065
	Trademarks, net		1,759		2,403		2,188		2,395		2,182
	Goodwill, net		3,292		5,685		5,672		5,684		9,059
	Total assets		9,677		14,428		14,519		14,205		16,934
	Tobacco settlement and related accruals		1,629		2,381		2,254		1,463		1,499
	Current maturities of long term debt		56		50		190		555		314
	Total current liabilities		2,865		4,055		4,149		3,668		3,549
	Long-term debt, less current maturities		1,671		1,595		1,558		1,580		4,413
	Total liabilities		6,620		8,252		7,966		8,011		10,022
	Shareholders’ equity		3,057		6,176		6,553		6,194		6,912

											Six Months
		Year Ended December 31,									Ended June 30,
		2003			2004			2005			2005			2006
											(Unaudited)
Cash Flow Data:
	Net cash from (used in) operating activities	$	581		$	736		$	1,273			(40	)		103
	Net cash from (used in) investing activities(3)		641			260			(989	)		(224	)		(2,921	)
	Net cash (from) used in financing activities		(1,122	)		(467	)		(450	)		209			2,590

(1)	Net sales and cost of products sold exclude excise taxes of $1.067 billion and $1.069 billion for the six months ended June 30, 2005 and 2006, respectively, and $1.572 billion, $1.850 billion and $2.175 billion for the years ended December 31, 2003, 2004 and 2005, respectively.
(2)	Cost of products sold includes settlement expense of $1.218 billion and $1.327 billion for the six months ended June 30, 2005 and 2006, respectively. Cost of products sold includes federal tobacco buyout expense of $142 million and $126 million for the six months ended June 30, 2005 and 2006, respectively. Cost of products sold includes settlement expense of $1.934 billion, $2.183 billion and $2.600 billion for the years ended December 31, 2003, 2004 and 2005, respectively. Cost of products sold includes federal tobacco buyout expense of $70 million and $345 million during 2004 and 2005, respectively. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RAI’s June 30, 2006, Form 10-Q incorporated by reference herein for further discussion of the components of cost of products sold.
(3)	Reflects reclassification of auction rate notes from cash and cash equivalents to short-term investments, resulting in an increase of $161 million in net cash flows from investing activities in 2003.

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RISK FACTORS

      You should carefully consider each of the following risks and all of the other information included or incorporated by reference in this prospectus before deciding to participate in the exchange offer described in this prospectus. Some of the following risks relate principally to your participation or failure to participate in the exchange offer and ownership of the new notes. Many of the risks related to your ownership of the new notes are substantially similar to the risks related to your ownership of the old notes. Other risks relate principally to our business in general and the industries in which our subsidiaries operate, risks which will exist whether or not you participate in the exchange offer. Any of the following risks could materially adversely affect the business, financial condition, cash flows or results of operations of RAI or its subsidiaries, which could in turn adversely affect the ability of RAI to pay the notes or the ability of the guarantors to make payments pursuant to their guarantees of the notes.

Risks Related to the Business

RAI’s operating subsidiaries could be subject to substantial liabilities from cases related to cigarette products as well as to smokeless tobacco products.

      RJR Tobacco, Conwood and their affiliates, including RAI, and indemnitees, have been named in a number of tobacco-related legal actions, proceedings or claims seeking damages in amounts ranging into the hundreds of millions or even billions of dollars. As of July 14, 2006, 1,291 cigarette-related cases were pending against RJR Tobacco or its affiliates, including RAI, and its indemnitees, including B&W: 1,285 in the United States; two in Puerto Rico; three in Canada and one in Israel. Of the 1,291 total cases, 36 cases are pending against B&W that are not also pending against RJR Tobacco, and 961 have been consolidated for trial on some common related issues in West Virginia. As of September 29, 2006, Conwood was a defendant in 11 cases in West Virginia and one in Florida in which plaintiffs are alleging, among other claims, that they sustained personal injuries as a result of using Conwood’s smokeless tobacco products.

      In addition, as of July 14, 2006, 2,626 cases filed by individual flight attendants alleging injuries as a result of exposure to ETS, or secondhand smoke, in aircraft cabins were pending in Florida against RJR Tobacco or its affiliates or indemnitees. Punitive damages are not recoverable in these cases, and the majority of the secondhand smoke cases do not allege injuries of the same magnitude as alleged in other tobacco-related litigation. For a more complete description of the litigation involving RAI and its operating subsidiaries, see note 8 to the condensed consolidated financial statements (unaudited) contained in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein.

      It is likely that similar legal actions, proceedings and claims arising out of the sale, distribution, manufacture, development, advertising, marketing and claimed health effects of cigarettes will continue to be filed against RJR Tobacco or its affiliates and indemnitees and other tobacco companies for the foreseeable future. During the second quarter of 2006, process in 39 cigarette-related cases was served against RJR Tobacco or its affiliates or indemnitees, compared with 17 such cases in the first quarter of 2006. Victories by plaintiffs in highly publicized cases against RJR Tobacco and other tobacco companies regarding the health effects of smoking may stimulate further claims. A material increase in the number of pending claims could significantly increase defense costs and have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI. In addition, adverse outcomes in pending cases could have adverse effects on the ability of RJR Tobacco and its indemnitees, including B&W, to prevail in smoking and health litigation.

      Punitive damages, often in amounts ranging into the billions of dollars, are specifically pled in a number of these pending cases in addition to compensatory and other damages. An unfavorable resolution of certain of these actions could have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes. Adverse outcomes in these cases, individually or in the aggregate, also could have a significant adverse effect on the ability of RJR Tobacco and RAI to continue to operate.

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      If plaintiffs in any of the actions to which Conwood is subject were to prevail, the effect of any judgment or settlement could have a material adverse effect on RAI’s consolidated financial results in the particular reporting period in which any such litigation is resolved. In addition, similar litigation and claims relating to Conwood’s smokeless tobacco products may continue to be filed in the future and, depending on the size of any resulting judgment or settlement, such judgment or settlement could have a material adverse effect on RAI’s consolidated financial position. An increase in the number of pending claims, in addition to the risks posed as to outcome, could increase Conwood’s costs of litigating and administering claims.

      In accordance with generally accepted accounting principles in the United States of America, referred to as GAAP, RAI, RJR Tobacco and Conwood, as applicable, record any loss related to tobacco litigation at such time as an unfavorable outcome becomes probable and the amount can be reasonably estimated. RAI’s management continues to conclude that the loss of any particular pending smoking and health tobacco litigation claim against RJR Tobacco or its affiliates or indemnitees, including B&W, or the loss of any particular claim concerning the use of smokeless tobacco against Conwood, when viewed on an individual basis, is not probable.

      No liability for pending smoking and health tobacco or smokeless tobacco litigation was recorded in RAI’s consolidated financial statements as of June 30, 2006. Notwithstanding the foregoing, RAI could be subject to significant tobacco-related liabilities in the future. In addition, RJR has liabilities totaling $94 million that were recorded in 1999 in connection with certain indemnification claims unrelated to smoking and health asserted by Japan Tobacco Inc., referred to as JTI, against RJR and RJR Tobacco, relating to the activities of Northern Brands International, Inc., an inactive, indirect subsidiary of RAI involved in the international tobacco business that was sold to JTI in 1999, and related litigation.

Individual cigarette-related cases may increase as a result of the Florida Supreme Court’s ruling in Engle v. R. J. Reynolds Tobacco Co.

      In July 2000, a jury in the Florida state court case Engle v. R. J. Reynolds Tobacco Co., referred to as Engle, rendered a punitive damages verdict in favor of the “Florida class” of approximately $145 billion, with approximately $36.3 billion and $17.6 billion being assigned to RJR Tobacco and B&W, respectively. RJR Tobacco, B&W and the other defendants appealed this verdict. On May 21, 2003, Florida’s Third District Court of Appeal reversed the trial court’s final judgment and remanded the case to the Miami-Dade County Circuit Court with instructions to decertify the class. On October 23, 2003, the plaintiffs asked the Florida Supreme Court to review the case.

      The Florida Supreme Court accepted the case and issued its decision on July 6, 2006. The court affirmed the appellate court’s dismissal of the punitive damages awards against RJR Tobacco and B&W and decertified, on a going-forward basis, a Florida-wide class action on behalf of smokers claiming illnesses caused by addiction to cigarettes. The court preserved a number of class-wide findings from the Engle trial, including that cigarettes can cause certain diseases, that nicotine is addictive and that defendants placed defective and unreasonably dangerous cigarettes on the market, and authorized class members to avail themselves of those findings in individual lawsuits, provided they commence those lawsuits within one year of the date the court’s decision becomes final. The court specified that the class is confined to those Florida residents who developed smoking-related illnesses that “manifested” themselves on or before November 21, 1996.

      RJR Tobacco and the other defendants in Engle have filed a rehearing motion arguing, among other things, that the findings from the Engle trial are not sufficiently specific to serve as the basis for further proceedings and that the Florida Supreme Court’s application of the class action rule denies defendants due process. The plaintiffs have also filed a rehearing motion arguing that some smokers who became sick after November 21, 1996, and who are therefore not class members should nevertheless have the statute of limitations tolled since they may have refrained from filing suit earlier in the mistaken belief that they were Engle class members. In the event the decision of the Florida Supreme Court in Engle stands, RAI anticipates that it is likely that individual case filings in Florida would increase. In addition to possible

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adverse effects of the outcomes in these cases, individually or in the aggregate, an increase in these cases will result in increased legal expenses and other litigation and related costs which could have an adverse effect on the results of operations and cash flows of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes.

RJR Tobacco could be subject to additional, substantial marketing restrictions, and related compliance costs, as a result of the order issued in a case brought by the U.S. Department of Justice.

      On September 22, 1999, the U.S. Department of Justice brought an action against RJR Tobacco, B&W and other tobacco companies in the U.S. District Court for the District of Columbia. The government initially sought to recover funds expended by the federal government in providing health care to smokers who have developed diseases and injuries alleged to be smoking-related. In addition, the government sought, pursuant to the civil provisions of RICO, disgorgement of profits the government contends were earned as a consequence of a RICO racketeering “enterprise.” In September 2000, the court dismissed the government’s claims asserted under the Medical Care Recovery Act as well as those under the Medicare as Secondary Payer provisions of the Social Security Act, but did not dismiss the RICO claims. In February 2005, the U.S. Court of Appeals for the District of Columbia ruled that disgorgement is not an available remedy in this case. The government’s petition for rehearing was denied in April 2005, and its petition for writ of certiorari with the U.S. Supreme Court was denied in October 2005. The bench (non-jury) trial began in September 2004, and closing arguments concluded June 10, 2005.

      On August 17, 2006, the court found the defendants liable for the RICO claims, but did not impose any direct financial penalties. The court instead enjoined the defendants from committing future racketeering acts, participating in certain trade organizations, making misrepresentations concerning smoking and health and youth marketing, and using certain brand descriptors such as “low tar,” “light,” “ultra light,” “mild” and “natural.” The court also ordered defendants to issue “corrective communications” on five subjects, including smoking and health and addiction, and to comply with further undertakings, including maintaining web sites of historical corporate documents and disseminating certain marketing information on a confidential basis to the government. In addition, the court placed restrictions on the ability of the defendants to dispose of certain assets for use in the United States unless the transferee agrees to abide by the terms of the court’s order. The order also requires the defendants to reimburse the U.S. Department of Justice its costs incurred in connection with this case.

      The defendants, including RJR Tobacco, have filed notices of appeal to the U.S. Court of Appeals for the District of Columbia. In addition, the defendants, including RJR Tobacco, filed joint motions asking the district court to clarify and to stay its order pending this appeal. On September 28, 2006, the district court denied defendants’ motion to stay. On September 29, 2006, the defendants, including RJR Tobacco, petitioned the court of appeals to stay the district court’s order pending defendants’ appeal.

      RJR Tobacco estimates that its costs to comply with the order (such as the costs of changing packaging to conform to the ban on certain brand descriptors and the costs of corrective communications) would be roughly $125 million over an approximately two-year period, costs that could not be recovered if the court’s order were overturned on appeal. In addition, RAI believes that certain provisions of the order (such as the ban on certain brand style descriptors and the corrective advertising requirements) will have adverse business effects on RJR Tobacco that could be material. Moreover, RJR Tobacco does not believe that it will be able to comply fully with certain provisions of the order, such as the ban on the use of certain brand descriptors, by the deadlines set forth in the order. If RJR Tobacco is not granted a stay and fails to comply with the order on a timely basis, then it may be subject to substantial monetary fines or penalties.

      An adverse outcome in this case could have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco, and, consequently, of RAI, the ability of RAI to make

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payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes.

RJR Tobacco could be subject to substantial liabilities from lawsuits based on claims that smokers were misled through its marketing of “light,” “ultra light” and “low-tar” cigarettes.

      Class-action suits have been filed in a number of states against individual cigarette manufacturers and their parent corporations, alleging that the use of the terms “lights” and “ultra lights” constitutes unfair and deceptive trade practices. As of July 14, 2006, 11 such suits were pending against RJR Tobacco or its affiliates, including RAI, and indemnitees, including B&W, in state or federal courts in Florida, Illinois, Louisiana, Minnesota, Missouri, New York and Washington.

      A “lights” class-action case is pending in Madison County, Illinois against RJR Tobacco’s competitor, Philip Morris, Inc. Trial of the case against Philip Morris, Price v. Philip Morris, Inc., formerly known as Miles v. Philip Morris, Inc., began in January 2003. In March 2003, the trial judge entered judgment against Philip Morris in the amount of $7.1 billion in compensatory damages and $3 billion in punitive damages to the State of Illinois. Based on Illinois law, the bond required to stay execution of the judgment was set initially at $12 billion. Because of the difficulty of posting a bond of that magnitude, Philip Morris pursued various avenues of relief from the $12 billion bond requirement. In April 2003, the trial judge reduced the amount of the bond. The plaintiffs appealed, and in July 2003, the appeals court ordered the trial judge to reinstate the original bond. In September 2003, the Illinois Supreme Court ordered that the reduced bond be reinstated and agreed to hear Philip Morris’ appeal without need for intermediate appellate court review. On December 15, 2005, the Illinois Supreme Court reversed the lower state court’s decision and sent the case back to the lower court with instructions to dismiss the case. On May 8, 2006, the plaintiffs filed a motion to stay mandate until final disposition of their petition for certiorari to the U.S. Supreme Court. The motion was granted on May 19, 2006.

      Although RJR Tobacco is not a defendant in the Price case, it is a defendant in a similar class-action case, Turner v. R. J. Reynolds Tobacco Co., also brought in Madison County, Illinois. The class certified in this case consists of persons who purchased certain brands of “light” cigarettes manufactured and sold by RJR Tobacco during a specified time period. B&W is a defendant in a similar class-action case, Howard v. Brown & Williamson Tobacco Corporation, also brought in Madison County, Illinois. Each of the Turner and Howard cases has been stayed pending a resolution of the Price case.

      Schwab [McLaughlin] v. Philip Morris USA, Inc., a nationwide “lights” class action, was filed on May 11, 2004, in the U.S. District Court for the Eastern District of New York, against RJR Tobacco and B&W, as well as other tobacco manufacturers. The plaintiffs’ motion for class certification and various other motions were heard on September 13, 2006. On September 25, 2006, the court, among other things, granted class certification and set a trial date of January 22, 2007. RJR Tobacco intends to request the U.S. Court of Appeals for the Second Circuit to review the class certification decision and to stay the case pending that review.

      In the event RJR Tobacco and its affiliates and indemnitees lose the Turner, Howard or Schwab cases, or one or more of the other pending “lights” class-action suits, RJR Tobacco could face bonding difficulties similar to the difficulties faced by Philip Morris in Price depending upon the amount of damages ordered, if any. This result could have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes.

RJR Tobacco could be subject to substantial liabilities from tobacco-related antitrust lawsuits.

      RJR Tobacco and its indemnitees, including B&W, and certain of their subsidiaries are defendants in multiple actions alleging violations of federal and state antitrust laws, including allegations that the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, conspired to fix cigarette prices. An adverse outcome in any of these cases could have a material adverse effect on the results of operations,

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cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes.

RJR Tobacco’s retail market share has declined in recent years and is expected to continue to decline for the medium term; any continuation in the decline beyond the medium term could adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI.

      According to data from IRI, the combined share of RJR Tobacco and B&W of the U.S. cigarette retail market declined to 29.98% in 2005 from 30.82% in 2004 and 32.09% in 2003, continuing a trend in effect for several years. This data does not reflect revisions made by IRI to its market share data in April 2006 to better reflect industry dynamics. The use of revised methodology by IRI would not have had a material impact on the foregoing percentages. You should not rely on the foregoing market share data as being a precise measurement of actual market share because IRI bases its reporting on sampling and, in addition, is not able to effectively track the volume of all deep-discount brands, gray market imports and sales through alternative channels. Accordingly, the retail share of market of RJR Tobacco as reported above may overstate its actual market share.

      While RJR Tobacco expects this declining market share trend to continue for the medium term, at the beginning of 2005, RJR Tobacco implemented a brand portfolio marketing strategy, discussed elsewhere in this prospectus, which RJR Tobacco expects, over a four- to six-year time frame, will result in growth in total RJR Tobacco market share. Lost market share, however, is difficult to regain. If this new marketing strategy is unsuccessful and the decline in RJR Tobacco’s market share continues beyond the medium term, this could adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes.

RJR Tobacco has substantial payment obligations under the MSA and other litigation settlement agreements, which materially adversely affect its ability to compete against manufacturers of deep-discount cigarettes that are not subject to these obligations.

      In November 1998, the major U.S. manufacturers of tobacco products, including RJR Tobacco and B&W, entered into the MSA with 46 states and other U.S. territories to settle the asserted and unasserted health care cost recovery and certain other claims of those states and territories. RJR Tobacco, B&W and the other major U.S. tobacco manufacturers previously had settled similar claims brought by four other states.

      The aggregate cash payments made by RJR Tobacco under the MSA and other state settlement agreements were $2.7 billion, $2.0 billion and $1.8 billion in 2005, 2004 and 2003, respectively. These amounts do not include payments made in connection with B&W’s U.S. brands prior to July 30, 2004. RJR Tobacco estimates its payments, including payments made in connection with B&W’s U.S. brands acquired in the B&W business combination, will be approximately $2.6 billion in each of 2006 and 2007 and will exceed $2.7 billion thereafter, subject to certain adjustments. For a more complete description of the MSA and other state settlement agreements, see note 8 to the condensed consolidated financial statements (unaudited) contained in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein.

      The MSA and other state settlement agreements have materially adversely affected RJR Tobacco’s shipment volumes. The payments under these agreements also make it difficult for RJR Tobacco to compete with certain manufacturers of deep-discount cigarettes. RAI believes deep-discount brands made by small manufacturers in recent years have proliferated and have increased their combined market share to 13% to 15% of U.S. industry unit sales. The manufacturers of deep-discount brands are either subsequent participating manufacturers or non-participating manufacturers, referred to as NPMs, to the MSA. As such, they have lower payment obligations than do the original participating manufacturers, allowing them to price their products lower than the original participating manufacturers. This pricing has resulted in higher levels of discounting and promotional support by RJR Tobacco as part of its efforts to

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defend its existing brands, attract adult smokers of competitive brands and launch new brands. RAI believes that these settlement obligations may materially adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes. The degree of the adverse impact will depend, among other things, on the rate of decline in U.S. cigarette sales in the premium and discount categories, RJR Tobacco’s share of the domestic premium and discount cigarette categories, and the effect of any cost advantage of manufacturers not subject to the MSA and other state settlement agreements.

      The MSA includes an adjustment, referred to as an NPM adjustment, that potentially reduces RJR Tobacco’s and other participating manufacturers’ annual payment obligations. RJR Tobacco is currently involved in litigation with more than 35 of the settling states as to whether RJR Tobacco is entitled to an NPM adjustment for 2003. For more information on this litigation, see note 8 to the condensed consolidated financial statements (unaudited) contained in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein. If RJR Tobacco is unsuccessful in disputing that it is entitled to deduct its share of the 2003, or any subsequent, NPM adjustment from its MSA payments, RJR Tobacco would be obligated to continue paying the full amounts of its projected MSA payments notwithstanding that its market share, and potentially its revenues, were decreasing as a result of increased competition from NPMs. Even if RJR Tobacco is successful in deducting its share of the NPM adjustment from its 2003, and any subsequent, MSA payments, it could incur substantial litigation costs to establish its entitlement to the deduction, particularly if one or more of the settling states that have filed legal proceedings prevail in their claim that the courts of the individual states are the proper forum for resolving the dispute.

RAI’s operating subsidiaries have substantial payment obligations under the Fair and Equitable Tobacco Reform Act.

      On October 22, 2004, the President signed the Fair and Equitable Tobacco Reform Act of 2004, referred to as FETRA, eliminating the U.S. government’s tobacco production controls and price support program. The buyout of tobacco quota holders provided for in FETRA is funded by a direct quarterly assessment on every tobacco product manufacturer and importer, on a market-share basis measured on volume to which federal excise tax is applied. The aggregate cost of the buyout to the industry is approximately $9.9 billion, including approximately $9.6 billion payable to quota tobacco holders and growers through industry assessments over ten years and approximately $290 million for the liquidation of quota tobacco stock.

      The MSA provided for the establishment of a $5.15 billion trust fund to be divided among the states that produce cigarette tobacco to compensate tobacco growers and quota holders for any negative effects that the MSA might have on them — MSA participants’ payment obligations with respect to this fund are referred to as “Phase II” obligations. As a result of the tobacco buyout legislation, the MSA Phase II obligations established in 1999 will be continued as scheduled through the end of 2010, but will be offset against the tobacco quota buyout obligations. RAI’s operating subsidiaries’ annual expense under FETRA, excluding the tobacco stock liquidation assessment, is estimated to be approximately $265 million. Since the inception of FETRA through June 30, 2006, RAI’s operating subsidiaries have incurred $72 million of cumulative net assessments from quota tobacco stock liquidation. Of these amounts, approximately $46 million has been paid through the second quarter of 2006, and the remaining amount is scheduled to be paid, quarterly, by December 31, 2006. RAI’s operating subsidiaries estimate that their overall share of the buyout will approximate $2.4 billion to $2.9 billion prior to the deduction of permitted offsets under the MSA.

      FETRA’s substantial buyout payment obligations could negatively affect the profits and cash flows of RJR Tobacco and RAI’s other operating subsidiaries and could adversely affect sales if price increases are required to offset the obligations.

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The assumption of certain of B&W’s historical and future liabilities has exposed RJR Tobacco and its subsidiaries to significant additional potential liabilities associated with the cigarette and tobacco industry.

      In connection with the B&W business combination, RJR Tobacco agreed to indemnify B&W and its affiliates for B&W’s historic and future liabilities related to the contributed business, including all tobacco-related litigation and all post-closing liabilities under the MSA and other state settlement agreements with respect to B&W’s U.S. cigarette and tobacco business. These liabilities could expose RJR Tobacco to material losses, which would materially adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes. As of July 14, 2006, of the 1,291 cigarette-related cases pending against RJR Tobacco or its affiliates or indemnitees, 36 cases were pending against B&W that are not also pending against RJR Tobacco.

RJR Tobacco is dependent on the U.S. cigarette business, which it expects to continue to decline.

      The international rights to substantially all of RJR Tobacco’s brands were sold in 1999 to JTI. In connection with this sale, RJR Tobacco also agreed that, prior to its use or license outside the United States of any trademarks or other intellectual property relating to its manufacture or sale of tobacco products, RJR Tobacco would first negotiate in good faith with JTI with respect to JTI’s acquisition or licensing of such trademarks or intellectual property. In addition, in connection with the B&W business combination in 2004, RAI entered into a non-competition agreement with British American Tobacco, p.l.c., referred to as BAT, B&W’s parent, under which RAI’s operating subsidiaries generally are prohibited, subject to certain exceptions, from manufacturing and marketing certain tobacco products outside the United States until July 2009. As a result of the foregoing, RJR Tobacco is dependent on the U.S. cigarette market. As a result of price increases, restrictions on advertising and promotions, funding by U.S. manufacturers, including RJR Tobacco, of smoking prevention campaigns, increases in regulation and excise taxes, health concerns, a decline in the social acceptability of smoking, increased pressure from anti-tobacco groups and other factors, U.S. cigarette consumption has generally been declining, and it is expected to continue to decline, which could adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes. U.S. cigarette shipments, as tracked by Management Science Associates, Inc., referred to as MSAi, decreased at a compound annual rate of 1.6% from 1987 through 1997. After declining 4.6% in 1998 and 9% in 1999, shipments remained relatively stable in 2000, declined 3.2% in 2001, 3.7% in 2002, 5.1% in 2003 and 1.8% in 2004. In 2005, shipments declined 3.4% to 381.0 billion units.

RAI’s operating subsidiaries are subject to significant limitations on advertising and marketing tobacco products that could harm the value of their existing brands or their ability to launch new brands.

      In the United States, television and radio advertisements of cigarettes have been prohibited since 1971, and television and radio advertisements of smokeless tobacco products have been prohibited since 1986. Under the MSA, certain of RAI’s operating subsidiaries, including RJR Tobacco, cannot use billboard advertising, cartoon characters, sponsorship of certain events, non-tobacco merchandise bearing their brand names and various other advertising and marketing techniques. In addition, the MSA prohibits targeting of youth in advertising, promotion or marketing of tobacco products, including the smokeless tobacco products of RJR Tobacco. The smokeless tobacco products of Conwood are not covered by the MSA. Although these restrictions were intended to ensure that tobacco advertising was not aimed at young people, some of the restrictions also may limit the ability of RAI’s operating subsidiaries to communicate with adult smokers. For example, RAI’s operating subsidiaries only advertise their cigarettes in magazines in which the vast majority of readers are adults 18 years of age or older. Additional restrictions may be imposed legislatively or agreed to in the future. Recent proposals have included limiting tobacco advertising to black-and-white, text-only advertisements. These limitations may make it difficult to maintain the value of existing brands. Moreover, these limitations could significantly impair the ability of

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RAI’s operating subsidiaries to launch new premium brands. Also, as discussed in greater detail above, RJR Tobacco will be subject to additional marketing restrictions if the recent decision by the U.S. District Court for the District of Columbia in the case brought by the U.S. Department of Justice is not reversed on appeal.

The U.S. cigarette industry is subject to substantial and increasing regulation and taxation, which has a negative effect on sales volume and profitability. In addition, Conwood’s tobacco products are subject to excise taxes and to many restrictions and regulations similar to the ones to which the tobacco products of RAI’s other operating subsidiaries are subject, which may have a negative effect on sales volume and profitability of Conwood.

      A wide variety of federal, state and local laws limit the advertising, sale and use of cigarettes, and these laws have proliferated in recent years. For example, many local laws prohibit smoking in restaurants and other public places. Private businesses also have adopted regulations that prohibit or restrict, or are intended to discourage, smoking. This trend has had, and is likely to continue to have, a material adverse effect on the sales, volumes, operating income and cash flows of RJR Tobacco and, consequently, of RAI.

      Cigarettes are subject to substantial and increasing excise taxes in the United States. The federal excise tax per pack of 20 cigarettes is $0.39. All states and the District of Columbia currently impose cigarette excise taxes at levels ranging from $0.07 per pack in South Carolina to $2.575 in New Jersey. During 2005, seven state legislatures increased their cigarette excise tax per pack. As a result of these increases, on July 1, 2006, the weighted average state cigarette excise tax per pack, calculated on a 12-month rolling average, was approximately $0.788. Several states have pending legislation proposing excise tax increases, and four states have passed excise tax per pack increases in 2006. Additionally, four states, including California with a $2.60 increase per pack measure, may have proposals to increase the cigarette excise tax on the ballot during November elections this year. RJR Tobacco, as part of coalitions in each state, expects to spend up to $40 million in 2006, to address these and other tobacco-related initiatives. Certain city and county governments, such as New York and Chicago, also impose substantial excise taxes on cigarettes sold in those jurisdictions. In 2006, increased excise taxes are likely to result in declines in overall sales volume and shifts by consumers to less expensive brands. Both of these results could have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco to make payments pursuant to its guarantee of the notes.

      A federal excise tax was imposed on smokeless tobacco products in 1986, which was increased in 1991, 1993, 1997, 2000 and 2002. The current federal excise tax on smokeless tobacco products is $0.195 per pound for chewing tobacco, and $0.585 per pound for snuff. As of January 1, 2006, 43 states taxed smokeless tobacco products on an ad valorem basis at rates ranging from 3% in North Carolina to 90% in Massachusetts. Other states tax smokeless tobacco products based on weight or on a per unit basis. A federal tax is imposed on cigars, and certain states also impose taxes, generally on an ad valorem basis, on cigars.

      In 1996, the U.S. Food and Drug Administration, referred to as the FDA, published regulations that would have severely restricted cigarette advertising and promotion, and limited the manner in which tobacco products could be sold. On March 21, 2000, the U.S. Supreme Court held that Congress did not give the FDA authority to regulate tobacco products under the Federal Food, Drug, and Cosmetic Act and, accordingly, the FDA’s assertion of jurisdiction over tobacco products was impermissible under that act. Since the Supreme Court decision, various proposals have been made for federal legislation to regulate tobacco products, including smokeless tobacco products. A presidential commission appointed by former President Clinton issued a final report on May 14, 2001, recommending that the FDA be given authority by Congress to regulate the manufacture, sale, distribution and labeling of tobacco products to protect public health. In addition, congressional advocates of FDA regulation have introduced legislation for consideration by Congress. Other proposals for the federal regulation of tobacco products have related to, among other things, additional warning notices, the disallowance of advertising and promotion expenses as deductions under federal tax law, a ban or further restriction of all advertising and promotion and

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increased regulation of the manufacturing and marketing of tobacco products by new or existing federal agencies.

      Over the years, various state and local governments have continued to regulate tobacco products, including smokeless tobacco products. These regulations relate to, among other things, the imposition of significantly higher taxes, increases in the minimum age to purchase tobacco products, sampling and advertising bans or restrictions, ingredient and constituent disclosure requirements and significant tobacco control media campaigns. Additional state and local legislative and regulatory actions will likely be considered in the future, including, among other things, restrictions on the use of flavorings.

      Additional federal or state regulation relating to the manufacture, sale, distribution, advertising, labeling and mandatory ingredients disclosure of tobacco products could reduce sales, increase costs and have a material adverse effect on the business of the operating subsidiaries of RAI. Extensive and inconsistent regulation by multiple states could prove to be particularly disruptive to the business of RJR Tobacco. These factors could have a material adverse effect on RAI’s results of operations, cash flows and financial condition.

      Various state governments have adopted or are considering adopting legislation establishing fire safety standards for cigarettes. Compliance with this legislation could be burdensome. On December 31, 2003, the New York State Office of Fire Prevention and Control issued a final standard with accompanying regulations that requires all cigarettes offered for sale in New York State after June 28, 2004, to achieve specified test results when placed on ten layers of filter paper in controlled laboratory conditions. The cigarettes that RAI’s operating companies sell in New York State comply with this standard. In 2005, California and Vermont, and in 2006, Illinois, Massachusetts and New Hampshire, each enacted fire-safe legislation of its own, adopting the same testing standard set forth in the OFPC regulations described above. This requirement took effect in Vermont on May 1, 2006, and will take effect in California on January 1, 2007, in New Hampshire on October 1, 2007, and in Illinois and Massachusetts on January 1, 2008. Similar legislation is being considered in a number of other states. Varying standards from state to state could have an adverse effect on the business or results of operations of RJR Tobacco.

RJR Tobacco’s and Conwood’s volumes, market share and profitability may be adversely affected by competitive actions and pricing pressures in the marketplace.

      The tobacco industry is highly competitive. Among the major manufacturers, brands primarily compete on such elements as product quality, price, brand recognition, brand imagery and packaging. Substantial marketing support, merchandising display, competitive pricing and other financial incentives generally are required to maintain or improve a brand’s market position or introduce a new brand.

      Increased selling prices from higher cigarette taxes and settlement costs have resulted in increased competitive discounting and the proliferation of deep-discount brands.

      In addition to the competition Conwood faces from its largest competitor, UST Inc., RJR Tobacco’s largest competitor in the cigarette market, Philip Morris USA Inc., has recently begun test marketing smokeless tobacco products. Further, other companies may test or enter the smokeless tobacco marketplace. Increased competition, from new entrants or existing market participants, could introduce pricing pressure or decrease Conwood’s market share, either of which could adversely affect Conwood’s profitability and revenues.

      Although RAI believes Conwood’s business has benefited in recent years from the increased popularity of price-value brands compared to premium priced brands, if this trend deprives Conwood’s premium brands of market share, Conwood’s profitability and revenues from those brands could decrease. Even if consumers shift from Conwood’s premium brands to its own price-value brands, Conwood’s revenues and profitability could be adversely affected due to the higher sales prices and higher profit margins on Conwood’s premium brands as compared with its price-value brands.

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Failure to successfully integrate Conwood into RAI’s corporate organization could prevent RAI from attaining the anticipated benefits of the Conwood acquisition.

      Achieving the anticipated benefits of the Conwood acquisition will depend in part upon the integration of Conwood into RAI’s corporate organization. Integration of a substantial business is a challenging, time-consuming and costly process. It is possible that the acquisition itself or the integration process could result in the loss of the management of Conwood or other key employees, the disruption of Conwood’s business or inconsistencies in standards, controls, procedures and policies that adversely affect its ability to maintain relationships with suppliers, customers and employees. In addition, successful integration of Conwood will require the dedication of significant management resources that may temporarily detract attention from RAI’s and Conwood’s day-to-day business. If management is not able to integrate the organizations, operations and systems of Conwood and RAI in a timely and efficient manner, the anticipated benefits of the Conwood acquisition may not be realized fully.

If RJR Tobacco is not able to develop, produce or commercialize new products and technologies required by regulatory changes or changes in adult consumer preferences, sales and profitability could be adversely affected.

      Consumer health concerns and changes in regulations are likely to require RJR Tobacco to introduce new products or make substantial changes to existing products. Similarly, RAI believes that there may be increasing pressure from public health authorities and consumers to develop a conventional cigarette or an alternative cigarette that provides a demonstrable reduced risk of adverse health effects. RJR Tobacco may not be able to develop a potentially reduced risk product that is broadly acceptable to adult consumers in a cost-effective manner, or at all. Moreover, it may be difficult for RJR Tobacco to effectively promote such a product in any event. RJR Tobacco believes that the order in the U.S. Department of Justice case, described above, might (unless the order is reversed on appeal) limit RJR Tobacco’s ability to market effectively any potentially reduced risk product it may develop. Further, additional marketing restrictions could be imposed legislatively or judicially in the future that could adversely affect RJR Tobacco’s ability to market effectively any potentially reduced risk product it may develop. The costs associated with developing new products and technologies, as well as the inability to develop and effectively market acceptable products in response to competitive conditions or regulatory requirements, may have a material adverse effect on RAI’s results of operations, cash flows and financial condition.

RJR Tobacco depends on third-party suppliers for its tobacco packaging materials requirements; if the supply of tobacco packaging materials from the suppliers is interrupted, or the quality of the packaging declines, RJR Tobacco’s sales and packaging related costs could be negatively affected.

      On May 2, 2005, RJR Tobacco and RJR Packaging sold the assets and business of RJR Packaging to five packaging companies. In connection with this sale, RJR Tobacco entered into agreements with four of the purchasers, pursuant to which those companies supply RJR Tobacco with certain of its tobacco packaging materials requirements.

      As a result, RJR Tobacco is now dependent upon third parties for its packaging requirements. Consequently, the risks of an interruption in the supply of packaging materials to RJR Tobacco, or a decline in the quality of such packaging materials, have increased. A decline in the quality of packaging materials could negatively affect sales. If the supply of packaging materials is interrupted, RJR Tobacco’s own shipments of tobacco products could be materially slowed, which could decrease sales and adversely impact RJR Tobacco’s relationships with wholesalers and retailers. Delays in the shipments of RJR Tobacco’s products may result in certain RJR Tobacco brand styles being out of stock at the retail level, increasing the potential that consumers may switch to brands made by RJR Tobacco’s competitors.

      If RJR Tobacco had to seek alternate suppliers, particularly on an urgent basis, there is no guarantee that RJR Tobacco could find alternate suppliers willing or able to supply packaging materials on a timely basis (if at all), at an acceptable cost and of the necessary quality. If, as a result of securing an alternate supply of packaging materials, RJR Tobacco’s packaging related costs increased, its profits could

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consequently decrease. Sales could also be negatively affected if the quality of packaging from the alternate suppliers were below RJR Tobacco’s requirements.

      A material increase in RJR Tobacco’s packaging related costs, a material decrease in the quality of packaging materials or a material interruption in the supply of packaging materials could materially adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RAI.

      Since late June 2006, RJR Tobacco has been experiencing a shortage of packaging materials for certain of its brand styles. This shortage has caused incomplete deliveries to certain of RJR Tobacco’s customers of the affected brand styles. To address this issue, packaging materials capacity has been increased at RJR Tobacco’s primary packaging supplier, and RJR Tobacco has been purchasing certain packaging materials from other packaging suppliers. As a result, RJR Tobacco currently is in the process of building its cigarette inventories back to historical levels, a process which it expects to complete during the fourth quarter of 2006. RAI does not believe that this shortage will materially adversely affect the results of operations, cash flows and financial condition of RJR Tobacco or RAI.

Certain of RAI’s operating subsidiaries face a customer concentration risk.

      Sales made by RJR Tobacco to McLane Company, Inc., a distributor, comprised 25%, 27% and 31% of RAI’s consolidated revenue in 2005, 2004 and 2003, respectively. Sales made by Conwood to McLane Company, Inc. comprised 15%, 16% and 16% of Conwood’s consolidated revenue in 2005, 2004 and 2003, respectively. No other customer accounted for 10% or more of RAI’s or Conwood’s revenue during those years. The loss of this customer, or a significant decline in its purchases from RJR Tobacco or Conwood, could have a material adverse effect on the business, financial condition and results of operations of RJR Tobacco or Conwood, as the case may be, and, consequently, of RAI, the ability of RAI to make payments on the notes and the ability of RJR Tobacco or Conwood to make payments pursuant to its guarantee of the notes.

RAI’s credit facilities contain restrictive covenants that may limit the flexibility of RAI and its subsidiaries, and breach of those covenants may result in a default under the agreement relating to the facilities.

      RAI’s credit facilities limit, and in some circumstances prohibit, the ability of RAI and its subsidiaries to, among other things:

•  incur additional debt;

•  pay dividends;

•  make capital expenditures, investments or other restricted payments;

•  engage in sale-leaseback transactions;

•  guarantee debt;

•  engage in transactions with shareholders and affiliates;

•  create liens;

•  sell assets;

•  issue or sell capital stock of subsidiaries;

•  engage in mergers and acquisitions; and

•  prepay certain indebtedness.

      These restrictions could limit the ability of RAI and its subsidiaries to obtain future financing, withstand a future downturn in their businesses or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. In addition, if RAI does not comply with these

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covenants and with financial covenants in its credit facilities that require it to maintain certain minimum financial ratios, any indebtedness outstanding under the credit facilities could become immediately due and payable. In addition, the lenders under RAI’s credit facilities could refuse to lend funds if RAI is not in compliance with the covenants or could terminate the credit facilities. If RAI were unable to repay accelerated amounts, the lenders under RAI’s credit facilities could initiate a bankruptcy proceeding or liquidation proceeding, or proceed against any collateral securing that indebtedness.

Fire, violent weather conditions and other disasters may adversely affect the operations of RAI’s operating subsidiaries.

      A major fire, violent weather conditions or other disasters that affect the manufacturing facilities of RAI’s operating subsidiaries, or of their suppliers and vendors, could have a material adverse effect on the operations of RAI’s operating subsidiaries. Although RAI has insurance coverage for some of these events, a prolonged interruption in the manufacturing operations of RAI’s operating subsidiaries could have a material adverse effect on the ability of its operating subsidiaries to effectively operate their businesses.

RAI has substantial debt and may incur substantial additional debt, which could adversely affect its financial health and its ability to obtain financing in the future, react to changes in its business and make payments on the notes.

      As of June 30, 2006, on a consolidated basis, RAI had an aggregate principal amount of $4.413 billion of outstanding long-term indebtedness (less current maturities). RAI’s substantial debt could have important consequences to holders of the notes. Because of RAI’s substantial indebtedness:

•  its ability to obtain additional financing for working capital, capital expenditures, acquisitions, debt service requirements or general corporate purposes and its ability to satisfy its obligations with respect to the notes may be impaired in the future;

•  a substantial portion of its cash flow from operations must be dedicated to the payment of principal and interest on its indebtedness, thereby reducing the funds available to it for other purposes;

•  it may be at a disadvantage compared to its competitors with less debt or comparable debt at more favorable interest rates; and

•  its flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, and it may be more vulnerable to a downturn in general economic conditions or its business or be unable to carry out capital spending that is necessary or important to its growth strategy and its efforts to improve operating margins.

      It is likely that RAI will refinance, or attempt to refinance, a significant portion of this indebtedness prior to its maturity through the incurrence of new indebtedness. There can be no assurance that RAI’s available cash or access to financing on acceptable terms will be sufficient to satisfy when due such indebtedness and its obligations under the notes.

An increase in interest rates would increase the cost of servicing RAI’s variable rate indebtedness and could cause its annual debt service obligations to increase significantly and reduce its profitability.

      RAI’s borrowings under its credit facilities bear interest at a variable or floating rate. As of June 30, 2006, the borrowings outstanding under the credit facilities consisted solely of the $1.55 billion floating rate term loan. In addition, as of June 30, 2006, RAI had outstanding interest rate swap agreements, the effect of which was to convert the interest rate applicable to $750 million principal amount of debt from a fixed to a floating rate. Any increase in interest rates would increase the cost of servicing RAI’s floating rate debt and, consequently, RAI’s net income would decrease. A 100 basis-point increase in LIBOR (the rate applicable as of June 30, 2006, to the term loan and $750 million principal amount of debt subject to the interest rate swap) would increase RAI’s annual interest expense by $23 million. For a discussion of how RAI manages its exposure to changes in interest rates, see note 7 to the condensed consolidated

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financial statements (unaudited) included in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein.

The ability of RAI to access the debt capital markets could be impaired because of its credit rating.

      The old notes are, and the new notes will be, rated below investment grade. Because of these ratings, in the future RAI may not be able to sell its debt securities or borrow money in such amounts, at the times, at the lower interest rates or upon the more favorable terms and conditions that might otherwise be available to RAI if its debt was rated investment grade. The below-investment grade credit rating of RAI’s notes may make it more difficult for RAI to obtain future debt financing on an unsecured basis. In addition, future debt security issuances or other borrowings may be subject to further negative terms, including limitations on indebtedness or similar restrictive covenants, particularly if RAI’s ratings decline further.

      RAI’s credit ratings are influenced by some important factors not entirely within the control of RAI or its affiliates, such as tobacco litigation, the regulatory environment and the performance of suppliers and vendors to RAI’s operating subsidiaries. Moreover, because the kinds of events and contingencies that impair RAI’s credit ratings and the ability of RAI and its affiliates to access the debt capital markets are often the same kinds of events and contingencies that could cause RAI and its affiliates to seek to raise additional capital on an urgent basis, RAI and its affiliates may not be able to issue debt securities or borrow money upon acceptable terms, or at all, at the times at which they may most need additional capital.

Risks Related to the New Notes

All of RAI’s operations are conducted through its subsidiaries, and this structure may impair RAI’s ability to pay the new notes. In addition, the new notes and related guarantees thereof will be structurally subordinated to creditors (including trade creditors) of non-guarantor subsidiaries of each of RAI and the guarantors.

      The new notes will be the direct obligations of RAI. Certain of RAI’s subsidiaries, including its material domestic subsidiaries, will guarantee RAI’s obligations under the new notes. RAI’s operations are conducted through certain of its subsidiaries. RAI’s cash flow and its ability to service its debt, including the new notes, depends upon the earnings of its subsidiaries and their loans, dividends, distributions or other payments to or for the benefit of RAI. This structure may impair RAI’s ability to make payments on the notes. The ability of RAI’s subsidiaries to pay dividends and make other distributions is subject to applicable law. Claims of creditors of non-guarantor subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those non-guarantor subsidiaries generally will have priority with respect to the assets and earnings of those non-guarantor subsidiaries over the claims of creditors of RAI and the guarantors, including holders of the notes. The new notes and related guarantees thereof will be structurally subordinated to creditors (including trade creditors) of non-guarantor subsidiaries of each of RAI and the guarantors.

The guarantees may be terminated without the consent of the noteholders.

      RAI’s obligations under the new notes will be guaranteed by RAI’s material domestic subsidiaries. These subsidiaries guarantee the obligations of RAI under the credit facilities. Under the terms of the 2006 indenture, if any guarantor of the new notes ceases to be a guarantor under the credit facilities, that guarantor will be automatically released from all of its obligations under both the 2006 indenture and its guarantee of the new notes, and, as a result, that guarantee will terminate. No noteholder consent is required in this event. It is possible that the lenders under RAI’s credit facilities may release some or all of the guarantees thereunder or such credit facilities may be terminated, and any replacement credit facilities may not require guarantees of RAI’s obligations thereunder. Therefore, the new notes may not continue to be guaranteed to the same extent as they will be upon issuance, or at all.

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The security for the obligations of RAI and the guarantors under the notes may be released.

      Under the terms of the 2006 indenture, if, for any reason, the assets specified therein are no longer pledged to secure the obligations of RAI and the guarantors under RAI’s credit facilities (or any other indebtedness), such assets will be released as security for the new notes and related guarantees (as well as for the RJR notes). Under the terms of RAI’s credit facilities, provided certain defaults do not exist under the 2006 indenture at such time as (1) RAI’s term loan is paid in full and (2) RAI obtains investment grade corporate ratings (with not worse than stable outlooks) from each of Moody’s and S&P, the security for RAI’s credit facilities automatically will be released and the obligations thereunder will become unsecured.

      In the event the notes no longer have the benefit of the security described in this prospectus, the notes will be unsecured obligations and such obligations will rank equally with all other existing and future unsecured, unsubordinated obligations of such entity (except those obligations preferred by operation of law).

Substantially all of the assets of RAI and the guarantors secure the obligations of these entities under RAI’s credit facilities, while only certain assets of RAI and the guarantors will secure the notes. The new notes will be effectively subordinated to RAI’s credit facilities to the extent of the value of such assets that do not also secure the notes.

      If RAI or a guarantor becomes insolvent or is liquidated, or if payment under any secured obligation is accelerated, the lenders under that secured obligation will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the terms of the agreement securing that obligation. Certain assets of RAI and the guarantors secure the obligations of these entities under:

•  RAI’s $1.55 billion six-year senior secured term loan facility;

•  RAI’s $550 million five-year senior secured revolving credit facility;

•  the notes and related guarantees; and

•  any future secured obligations of RAI.

      The proceeds of such security, upon liquidation, will be shared equally and ratably among the holders of these secured obligations. See “Description of Material Indebtedness” and “Description of the New Notes.” Additional assets of RAI and the guarantors secure RAI’s credit facilities but will not secure the notes. The assets that secure the credit facilities that will not secure the notes include, among other assets, intellectual property, inventory, cash and accounts receivable and pledges of securities other than the stock of RJR Tobacco. Consequently, with respect to the exercise of remedies by the lenders under the credit facilities, the proceeds of those assets of RAI and the guarantors that secure the obligations under these facilities, but not under the notes, will, upon liquidation, not be available to the holders of the notes. As a result, the notes are effectively subordinated to the obligations under RAI’s credit facilities to the extent of the value of those assets which secure the credit facilities but do not secure the notes.

The credit ratings assigned to the notes may not reflect all risks of an investment in the notes.

      The credit ratings assigned to the notes reflect the rating agencies’ assessments of the ability of RAI to make payments on the notes when due. Consequently, real or anticipated changes in these credit ratings will generally affect the market value of the notes. These credit ratings, however, may not reflect the potential impact of risks related to structure, market or other factors related to the value of the notes.

RAI is not required to repurchase or redeem the notes upon a change of control of RAI or other events involving RAI that may affect its creditworthiness.

      The 2006 indenture does not require RAI to repurchase or redeem or otherwise modify the terms of the notes upon the occurrence of certain events involving RAI that may affect its creditworthiness. These

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events include certain consolidations, mergers, sales of assets or other similar transactions, or a change of control of RAI.

The new notes lack some covenants typically found in other comparably rated debt securities.

      Although the old notes are and, upon issuance, the new notes will be, rated below investment grade by both Moody’s and S&P, they lack the protection of several financial and other restrictive covenants typically associated with comparably rated debt securities. In particular, the 2006 indenture does not contain restrictions on RAI’s ability to incur additional debt, pay dividends or make distributions or repurchase stock, make investments, enter into transactions with affiliates or sell less than substantially all of its assets.

The value of the collateral securing the notes and related guarantees may not be sufficient to satisfy the obligations of RAI and the guarantors thereunder.

      In the event of foreclosure on the collateral for the notes and the related guarantees, the proceeds from the sale of this collateral may not be sufficient to satisfy the new notes. To the extent that the collateral securing the new notes is insufficient to satisfy the obligations under the new notes, the new notes would become unsecured and pari passu with the other unsecured debt of RAI. In addition, your rights to the collateral would be diluted by any further increase in the indebtedness secured by the collateral. By their nature, portions of the collateral may be illiquid and may have no readily ascertainable market value or realizable value apart from use in the businesses of RAI’s operating subsidiaries.

Even if RAI defaults in its payment of the new notes, holders of the new notes cannot foreclose on the security for the notes and the guarantees until the lenders under RAI’s credit facilities do so, except in limited circumstances.

      Upon a default under the notes issued under the 2006 indenture, the holders thereof may only seek enforcement of the remedies set forth in the security documents if:

•  the required lenders under RAI’s credit facilities have required the collateral agent to take action against the collateral following a default under the term loan and the revolver; or

•  a payment default with respect to at least $300 million aggregate principal amount of indebtedness under the 2006 indenture (or a substantially similar indenture) occurs and continues in existence for at least 180 days, following which the holders of such indebtedness can direct the collateral agent to enforce the remedies under the security documents, independent of a default under the term loan and the revolver; provided that, following the initiation of such enforcement, the required lenders under the credit facilities may direct the collateral agent as to the enforcement process, and the collateral agent shall comply with such directions (without any opportunity for consent or direction from the holders of the notes) so long as such directions are not adverse to the directions of the holders of the notes.

Since there are no cross-default provisions in the 2006 indenture related to the notes, a default under RAI’s credit facilities will not permit the holders of the notes to declare a default unless independent grounds exist.

      Upon a default occurring under the 2006 indenture, the lenders under RAI’s credit facilities may declare a default thereunder. Upon a default under RAI’s credit facilities, the lenders may require the collateral agent to pursue the remedies set forth in the security documents. However, unless a default has independently occurred with respect to the notes, a default under RAI’s credit facilities does not cause a default under the 2006 indenture, or give the holders of the notes thereunder a right to accelerate such debt. As a result, if RAI defaults in its obligations under its credit facilities but does not default in its obligations under the notes, the lenders under the credit facilities can exercise their remedies under the security documents with respect to the collateral provided for in such facilities, including those assets that also secure the notes, at a time when the holders of the notes would have no similar enforcement rights, potentially reducing or eliminating the security for the notes.

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Your right to be repaid would be adversely affected if a court determined that any of the guarantors of the notes made any guarantee for inadequate consideration or with the intent to defraud creditors.

      Under the federal bankruptcy laws and comparable provisions of state fraudulent transfer or conveyance laws, a guarantee made by any of the guarantors could be voided, or claims on the guarantees made by any of the guarantors could be subordinated to all other obligations of any such guarantor, if the guarantor, at the time it incurred the obligations under any guarantee:

•  incurred the obligations with the intent to hinder, delay or defraud creditors;

•  received less than reasonably equivalent value in exchange for incurring those obligations, and was insolvent or rendered insolvent by reason of that incurrence;

•  was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

•  intended to incur, or believed that it would incur, debts beyond its ability to pay those debts as they mature.

      In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

      The measures of insolvency for purposes of the fraudulent transfer laws vary depending on the law applied in the proceeding to determine whether a fraudulent transfer has occurred. Generally, however, an entity would be considered insolvent if:

•  the sum of its debts, including contingent liabilities, is greater than the fair saleable value of all of its assets;

•  the present fair saleable value of its assets is less than the amount that would be required to pay its probable liabilities on its existing debts, including contingent liabilities, as they become absolute and mature; or

•  it cannot pay its debts as they become due.

      Many of the foregoing terms are defined in or interpreted under those fraudulent transfer statutes. RAI cannot be certain what standard a court would apply to determine whether a guarantor was “insolvent” as of the date it guarantees the notes, and cannot assure you that, regardless of the method of valuation, a court would not determine that such guarantor was insolvent on that date. Nor can RAI assure you that a court would not determine, regardless of whether such guarantor was insolvent on the date of such guarantee of the notes, that the payments constituted fraudulent transfers on another ground.

      The liability of each guarantor under the 2006 indenture will be limited to the amount that will result in its guarantee not constituting a fraudulent conveyance or improper corporate distribution, and we cannot assure you as to what standard a court would apply in making a determination as to what would be the maximum liability of each guarantor. If a court were to void a guarantor’s obligations under a guarantee, any grant of security by such guarantors would also be extinguished.

Risks Related to the Exchange Offer

If you do not exchange your old notes for new notes in the exchange offer, your old notes will continue to be subject to restrictions on transfer.

      If you do not exchange your old notes for new notes in the exchange offer, you will continue to be subject to the restrictions on transfer described in the legend on your old notes, the offering memorandum related to the private offering of the Category A old notes and the offer to exchange and consent solicitation statement related to the private offering of the Category B old notes. The restrictions on transfer of your old notes arise because we issued the old notes in private offerings in reliance on exemptions from the registration and prospectus delivery requirements of the Securities Act. In general, you may only offer or sell the old notes if they are registered under the Securities Act or are offered and sold under an exemption from these requirements. Except as required by the registration rights

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agreements, we do not intend to register sales of the old notes under the Securities Act. For further information regarding the consequences of failing to tender your old notes in the exchange offer, see the discussions below under the captions “The Exchange Offer — Consequences of Failure to Exchange.”

      To the extent any old notes are tendered and accepted in the exchange offer, the trading market, if any, for the old notes that remain outstanding after the exchange offer would be adversely affected due to a reduction in market liquidity and there could be a significant diminution in the value of the old notes as compared to the value of the new notes.

An active trading market may not develop for the new notes, which could adversely affect the market price and liquidity of the new notes.

      You may find it difficult to sell your new notes because an active trading market for the new notes may not develop. There is no existing trading market for the new notes. We do not intend to apply for listing of the new notes on any exchange or for inclusion of the new notes in any automated quotation system, and we do not know the extent to which investor interest will lead to the development of a trading market or how liquid that market might be in the new notes. As a result, the market price of the new notes, as well as your ability to sell the new notes, could be adversely affected. In addition, if a large amount of old notes are not tendered or are tendered improperly, the limited amount of new notes that would be issued and outstanding after we complete the exchange offer could lower the market price of such new notes.

In some instances, you may be obligated to deliver a prospectus in connection with resales of the new notes.

      Based on certain no-action letters issued by the staff of the SEC to third parties unrelated to us, we believe that you may offer for resale, resell or otherwise transfer the new notes without compliance with the registration and prospectus delivery requirements of the Securities Act except in the instances described in this prospectus under “The Exchange Offer — Resale of the New Notes.” For example, if you exchange your old notes in the exchange offer for the purpose of participating in a distribution of the new notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

You must comply with the exchange offer procedures in order to receive freely tradable new notes.

      We will not accept your old notes for exchange if you do not follow the exchange offer procedures. Delivery of new notes in exchange for old notes tendered and accepted for exchange pursuant to the exchange offer will be made only after timely receipt by the exchange agent of the following:

•  certificates for old notes or a confirmation of a book-entry transfer of old notes into the exchange agent’s account at DTC, as depository;

•  a completed and signed letter of transmittal (or facsimile thereof), with any required signature guarantees, or, in the case of tender through DTC’s ATOP program, an agent’s message in lieu of the letter of transmittal; and

•  any other documents required by the letter of transmittal.

      Therefore, holders of old notes who would like to tender old notes in exchange for new notes should be sure to allow enough time to comply with the exchange offer procedures. Neither we nor the exchange agent are required to notify you of defects or irregularities in tenders of old notes for exchange. Old notes that are not tendered or that are tendered but we do not accept for exchange will, following completion of the exchange offer, continue to be subject to the existing transfer restrictions under the Securities Act and, upon completion of the exchange offer, certain registration and other rights under the registration rights agreements will terminate. See “The Exchange Offer — Procedures for Tendering Old Notes” and “The Exchange Offer — Consequences of Failure to Exchange.”

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FORWARD-LOOKING STATEMENTS

      This prospectus and the documents incorporated by reference in this prospectus contain or incorporate by reference forward-looking statements that relate to future events or the future financial performance of Reynolds American Inc. and its subsidiaries. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management and other matters. You can find many of these statements by looking for words like “believes,” “expects,” “anticipates,” “estimates,” “may,” “should,” “could,” “plan,” “intend” or similar expressions in this prospectus or in documents incorporated by reference in this prospectus.

      These forward-looking statements involve risks and uncertainties. Actual results may differ materially from those contemplated by these forward-looking statements. You should understand that various factors, in addition to those discussed elsewhere in this prospectus and in the documents referred to and incorporated by reference in this prospectus, could affect the future results of RAI and its subsidiaries and could cause results to differ materially from those expressed in these forward-looking statements, including:

•  the risk factors described under “Risk Factors” beginning on page 18;

•  the substantial and increasing regulation and taxation of tobacco products;

•  various legal actions, proceedings and claims relating to the sale, distribution, manufacture, development, advertising, marketing and claimed health effects of tobacco products that are pending or may be instituted against RAI or its subsidiaries;

•  the substantial payment obligations and limitations on the advertising and marketing of cigarettes under the MSA and other state settlement agreements;

•  the continuing decline in volume in the domestic cigarette industry;

•  concentration of a material amount of sales with a single customer or distributor;

•  competition from other manufacturers, including any new entrants in the marketplace;

•  increased promotional activities by competitors and the growth of deep-discount cigarette brands;

•  the success or failure of new product innovations and acquisitions;

•  the responsiveness of both the trade and consumers to new products, marketing strategies and promotional programs;

•  the failure to realize the anticipated benefits arising from the Conwood acquisition;

•  the ability to achieve efficiencies in manufacturing and distribution operations without negatively affecting sales;

•  the cost of tobacco leaf and other raw materials and other commodities used in products, including future market pricing of tobacco leaf which could adversely impact inventory valuations;

•  the effect of market conditions on foreign currency exchange rate risk, interest rate risk and the return on corporate cash;

•  the effect of market conditions on the performance of pension assets or any adverse effects of any new legislation or regulations changing pension expense accounting or required pension funding levels;

•  the ratings of the securities of RAI and RJR;

•  any restrictive covenants imposed under debt agreements of RAI and RJR;

•  the possibility of fire, violent weather and other disasters that may adversely affect the manufacturing facilities;

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•  adverse effects from the transition of the packaging operations formerly conducted by RJR Packaging to the buyers of RJR Packaging’s businesses, and the recent shortage of packaging materials causing incomplete deliveries to RJR Tobacco’s customers of certain brand styles;

•  any adverse effects arising out of the implementation of an SAP enterprise business system in the third quarter of 2006; and

•  the potential existence of significant deficiencies or material weaknesses in internal control over financial reporting that may be identified during the performance of testing required under Section 404 of the Sarbanes-Oxley Act of 2002.

      Due to these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus or, in the case of documents referred to or incorporated by reference, the dates of those documents.

      Except as provided by federal securities laws, RAI is not required to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to RAI or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.

INDUSTRY DATA

      When we make statements in this prospectus and in the documents incorporated by reference herein about the position of our operating subsidiaries in their respective industries or about their market share, we are making statements of our belief. This belief is based on data from IRI and from MSAi, with respect to our operating subsidiaries other than Conwood, and distributor reported data processed by MSAi with respect to Conwood. With respect to all of our operating subsidiaries, this belief is also based on estimates and assumptions that we have made based on the IRI and MSAi data and our knowledge of the markets for our products. We have not independently verified market and industry data provided by third parties. With respect to the data from IRI, in April 2006, IRI revised its market share data to better reflect industry dynamics. Had these revisions been applied to data for periods prior to April 2006, such application would not have resulted in any material changes to such data.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      On May 31, 2006, RAI issued and sold the Category A old notes to a group of initial purchasers in a private offering that was exempt from the registration and prospectus delivery requirements of the Securities Act. Accordingly, these old notes may not be transferred in the United States unless registered under the Securities Act or unless an exemption from the registration requirements of the Securities Act is available. In connection with the issuance and sale of the Category A old notes, RAI and certain guarantors entered into a registration rights agreement with the initial purchasers pursuant to which RAI and the guarantors agreed, among other things, to use their reasonable best efforts to file with the SEC a registration statement relating to the exchange offer and to complete this exchange offer within 210 days after the date the Category A old notes were originally issued.

      On June 20, 2006, RAI issued the Category B old notes in a private exchange offer that was also exempt from the registration and prospectus delivery requirements of the Securities Act. Consequently, the Category B old notes also may not be transferred in the United States unless the transfer is registered under the Securities Act or is exempt from registration. In connection with the issuance of the Category B old notes in the private exchange offer, RAI and certain guarantors entered into a second registration rights agreement, substantially identical to the one relating to the Category A old notes, with the trustee for the Category B old notes, pursuant to which RAI and the guarantors agreed, among other things, to use their reasonable best efforts to file with the SEC a registration statement relating to the exchange offer and to complete this exchange offer within 210 days after the date the Category B old notes were originally issued.

      This exchange offer is being conducted to satisfy the obligations of RAI and the guarantors under both registration rights agreements. RAI and the guarantors are registering the exchange offer in reliance on the position of the staff of the SEC set forth in the following no-action letters: Exxon Capital Holdings Corporation (available May 13, 1998), Morgan Stanley & Co., Inc. (available June 5, 1991) and Shearman & Sterling (available July 2, 1993).

      RAI will be required to pay additional interest on the old notes at the rate of 0.5% per year if the exchange offer has not been completed by December 27, 2006, in the case of the Category A old notes, and January 16, 2007, in the case of the Category B old notes. This additional interest will be payable until the exchange offer is completed.

      Following the completion of the exchange offer, holders of the old notes who were eligible to participate in the exchange offer, but who do not tender their old notes, will have no further rights under the registration rights agreements. In that case, your old notes will continue to be subject to restrictions on transfer under the Securities Act.

Terms of the Exchange Offer

      Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, RAI is offering to exchange any and all outstanding old notes of the series listed below for a like principal amount of our new notes. Old notes may be tendered only in minimum

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denominations of $2,000 and additional integral multiples of $1,000. As of the date of this prospectus, the following principal amounts of old notes are outstanding:

Old Notes to be Exchanged		Outstanding Principal Amount
Category A
	7.250% Senior Secured Notes due 2013	$	625,000,000
	7.625% Senior Secured Notes due 2016	$	775,000,000
	7.750% Senior Secured Notes due 2018	$	250,000,000
Category B
	6.500% Senior Secured Notes due 2007	$	236,449,000
	7.875% Senior Secured Notes due 2009	$	185,731,000
	6.500% Senior Secured Notes due 2010	$	299,265,000
	7.250% Senior Secured Notes due 2012	$	367,927,000
	7.300% Senior Secured Notes due 2015	$	199,445,000

      RAI will accept for exchange any and all old notes properly tendered and not validly withdrawn before the expiration of the exchange offer. For each old note exchanged pursuant to the exchange offer, the holder of the old note will receive a new note having a principal amount equal to that of the exchanged old note. The new notes will be issued and delivered promptly following the expiration of the exchange offer.

      To participate in the exchange offer, you will be required to make the following representations to us in the letter of transmittal:

•  any new notes will be acquired by you in the ordinary course of your business;

•  at the time of the commencement of the exchange offer you have no arrangement or understanding with any person, or any intention, to participate in the distribution (within the meaning of the Securities Act) of the new notes;

•  you are not an “affiliate” of RAI or a guarantor, as defined in Rule 405 of the Securities Act;

•  if you are a broker-dealer, you did not acquire old notes directly from RAI for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act;

•  if you are a broker-dealer that will receive new notes for your own account in exchange for old notes that were acquired as a result of market-making or other trading activities, then you will deliver a prospectus in connection with any resale of such new notes; and

•  you are not acting on behalf of any persons or entities who could not truthfully make the foregoing representations.

      As described below under “— Resale of the New Notes,” the SEC has taken the position that broker-dealers who exchange old notes for their own account acquired as a result of market-making or other trading activities may fulfill their prospectus delivery requirements with respect to new notes with this prospectus. By signing the letter of transmittal, such broker-dealers will acknowledge that they will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new notes.

      The form and terms of the new notes will be substantially identical to the form and terms of the old notes, except that the new notes will be registered under the Securities Act and hence will not bear legends restricting their transfer; holders of the new notes will not be entitled to most rights under the registration rights agreements; and holders of the new notes will not be entitled to additional interest in certain situations. The new notes will evidence the same debt as the old notes. The new notes will be issued under and entitled to the benefits of the same indenture under which the old notes were issued.

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      This prospectus and the letter of transmittal are being sent to all registered holders of the old notes. There will be no fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer.

      RAI intends to conduct the exchange offer in accordance with the applicable requirements of the Securities Act, the Securities Exchange Act of 1934, referred to as the Exchange Act, and the rules and regulations of the SEC. Old notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest, and will be entitled to the rights and benefits their holders have under the 2006 indenture. Other than as set forth below under “— Shelf Registration,” we will have no further obligation to you to provide for the registration of the new notes and the exchange offer under the registration rights agreements.

Condition

      Notwithstanding any other provision of the exchange offer and subject to our obligations under the registration rights agreements, we will not be required to accept for exchange, or to issue new notes in exchange for, any old notes and may terminate or amend the exchange offer, if at any time before the acceptance of any old notes for exchange, the exchange offer violates any applicable law or applicable interpretation of the staff of the SEC.

      We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any old notes not previously accepted for exchange, upon the occurrence of the foregoing condition of the exchange offer.

      This condition is for our sole benefit, and we may assert it regardless of the circumstances giving rise to it, subject to applicable law. We also may waive in whole or in part at any time before the expiration of the exchange offer this condition in our sole discretion. Our failure at any time to exercise the foregoing rights will not be deemed a waiver of these rights, and these rights will be deemed to be ongoing rights which may be asserted at any time. Any waiver by us will be made by written notice or public announcement to the registered holders of the notes. If such waiver constitutes a material change in this exchange offer, we will extend the exchange offer period if necessary to ensure that at least five business days remain in the exchange offer following notice of the material change.

      The condition to the exchange offer must be satisfied or waived by us prior to the expiration of the exchange offer. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any old notes, if at that time any stop order shall be threatened or in effect with respect to the exchange offer to which this prospectus relates or the qualification of the 2006 indenture under the Trust Indenture Act of 1939, as amended, referred to as the Trust Indenture Act.

      The exchange offer is not conditioned upon any minimum aggregate principal amount of old notes being tendered for exchange.

Expiration Date; Extensions; Amendment; Termination

      The exchange offer will expire at 5:00 p.m., New York City time on                     , 2006, or such later date and time to which we, in our sole discretion, extend the exchange offer. In the case of any extension, we will notify the exchange agent orally (confirmed in writing) or in writing of any extension. We will also notify the registered holders of old notes by public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration of the exchange offer.

      To the extent we are permitted to do so by applicable law, regulation or interpretation of the staff of the SEC, we expressly reserve the right, in our sole discretion, to:

•  delay accepting any old note if we extend the exchange offer;

•  amend the exchange offer;

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•  waive the condition to the exchange offer; and

•  if the condition described above under “— Condition” has occurred, to terminate the exchange offer.

      Any delay in acceptance or termination will be followed as promptly as practicable by notice to the registered holders of old notes by public announcement thereof. If we consider an amendment to the exchange offer, including a waiver of the condition, to be material, we will promptly inform the registered holders of old notes of such amendment in a reasonable manner. In addition, in the event of a material change to the exchange offer, including a material waiver of the condition to the exchange offer, within five business days of the scheduled expiration date, we will extend the exchange offer period to ensure that there are at least five business days between the date we provide notice of such material change and the expiration of the exchange offer.

      Without limiting the manner by which we may choose to make public announcements of any extension, delay in acceptance, material amendment, including a material waiver or termination of the exchange offer, we will have no obligation to publish, advertise or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

      We acknowledge and undertake to comply with the provisions of Rule 14e-l(c) under the Exchange Act, which requires us to return the old notes surrendered for exchange promptly after the termination or withdrawal of the exchange offer.

Interest on the New Notes

      Interest on the new notes issued in exchange for the Category A old notes will accrue from the last interest payment date on which interest was paid on such Category A old notes or, if no interest has been paid on such Category A old notes, from May 31, 2006. Interest on the new notes issued in exchange for Category B old notes will accrue from the last interest payment date on which interest was paid on such Category B old notes or, if no interest has been paid on such Category B old notes, from the last interest payment date on which interest was paid on the RJR notes for which the Category B old notes were issued in exchange. Notwithstanding the foregoing, if new notes are issued in exchange for old notes between a record date for the payment of interest on the notes and the interest payment date following such record date, interest on the new notes will begin to accrue from such interest payment date. If your old notes are accepted for exchange, you will be deemed to have waived your right to receive any interest on the old notes (other than, in the event new notes are issued in exchange for old notes between a record date for the payment of interest on the notes and the interest payment date following such record date, your right as a holder of old notes on such record date to receive an interest payment on the old notes related to such record date). Consequently, holders of new notes will receive the same interest payments that they would have received had they not exchanged their old notes in the exchange offer.

Resale of the New Notes

      Based on interpretations by the staff of the SEC set forth in no-action letters issued to third parties unrelated to us and referred to above under “— Purpose and Effect of the Exchange Offer,” we believe that the new notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that you can make each of the representations set forth above under “— Terms of the Exchange Offer.” If you cannot make each of the representations set forth under “— Terms of the Exchange Offer,” you may not rely on the interpretations by the staff of the SEC. Under those circumstances, you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a sale, transfer or other disposition of any new notes unless you are able to utilize an applicable exemption from all of those requirements. See “Plan of Distribution.”

      Holders of old notes wishing to accept the exchange offer must complete and sign the letter of transmittal that will be mailed to each registered holder of the old notes. The letter of transmittal contains

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the required representations described above and an agreement to comply with the agreements and covenants set forth in the registration rights agreements.

      The SEC has not considered this exchange offer in the context of a no-action letter, and there can be no assurance that the staff of the SEC would make a similar determination with respect to this exchange offer as it made in the no-action letters to the unrelated persons.

      Broker-dealers receiving new notes in exchange for old notes acquired for their own account through market-making or other trading activities may not rely on these SEC interpretations. Such broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act and must therefore acknowledge, by signing the letter of transmittal, that they will deliver a prospectus meeting the requirements of the Securities Act in connection with the resale of the new notes. The letter of transmittal states that by acknowledging that it will deliver, and by delivering, a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      The SEC has taken the position that participating broker-dealers who exchange old notes for their own account acquired as a result of market-making or other trading activities may fulfill their prospectus delivery requirements with respect to the new notes with this prospectus. We have agreed to allow participating broker-dealers to use this prospectus in connection with the resale of the new notes, subject to RAI’s and the guarantors’ right to suspend use of the prospectus under the conditions described below under “— Shelf Registration.” RAI and the guarantors have also agreed to amend or supplement this prospectus for a period ending upon the earlier of (1) 180 days after the completion of the exchange offer and (2) the first day after the completion of the exchange offer when participating broker-dealers no longer have a prospectus delivery obligation, if requested by one or more participating broker-dealers (or in the case of the Category A old notes, by a participating broker-dealer or an initial purchaser), in order to expedite or facilitate the disposition of any new note by participating broker-dealers consistent with the positions of the staff of the SEC described above.

      Broker-dealers who hold old notes as unsold allotments from the original sale of the old notes cannot rely on the interpretations of the staff of the SEC described above, and cannot participate in the exchange offer. See “Plan of Distribution.”

      If you will not receive freely tradeable new notes in the exchange offer or are not eligible to participate in the exchange offer, you can elect, by indicating on the letter of transmittal and providing additional necessary information, to have your old notes registered on the shelf registration statement described below under “— Shelf Registration.”

Procedures for Tendering Old Notes

      Only a holder of record of old notes may tender old notes in the exchange offer. To tender in the exchange offer, a holder must:

•  complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal, have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires and deliver the letter of transmittal or facsimile so that the exchange agent receives it prior to the expiration of the exchange offer; or

•  comply with DTC’s ATOP procedures described below.

      In addition, to tender old notes effectively, before the expiration of the exchange offer, either:

•  the exchange agent must receive old notes along with the letter of transmittal; or

•  the exchange agent must receive a properly transmitted agent’s message or a timely confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below.

      If you desire to tender old notes pursuant to the exchange offer and you cannot comply with the procedures described above on or prior to the expiration of the exchange offer, you may nevertheless

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tender such notes if you comply with the procedures described under “— Guaranteed Delivery Procedures” below.

      The tender of old notes by a holder that is not withdrawn before the expiration of the exchange offer and the acceptance of the tender by us will constitute an agreement between that holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.

      The method of delivery of old notes, the letter of transmittal and all other required documents to the exchange agent is at the holder’s election and risk. Rather than mail these items, RAI recommends that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure that the exchange agent receives such items before expiration of the exchange offer. Holders should not send the letter of transmittal or old notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

      Any beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its old notes, either:

•  make appropriate arrangements to register ownership of the old notes in the owner’s name; or

•  obtain a properly completed bond power from the registered holder of old notes.

      The transfer of registered ownership may take considerable time and may not be completed prior to the expiration of the exchange offer.

      Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act unless the old notes surrendered for exchange are tendered:

•  by a registered holder who has not completed the boxes entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible guarantor institution.

      If the letter of transmittal is signed by the registered holder(s) of the old notes tendered, the signature must correspond with the name(s) written on the face of the old note. If the applicable letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the old notes. If the letter of transmittal is signed by a person other than the registered holder of any old notes, the old notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the old notes, and an eligible institution must guarantee the signature on the bond power. If the letter of transmittal or any certificates representing old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

      We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of the tender and acceptance of old notes. Our determination will be final and binding. We reserve the absolute right to reject any old notes not properly tendered or any old notes the acceptance of which would, in the opinion of our counsel, be unlawful. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties.

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      Unless waived, any defects or irregularities in connection with tenders of old notes must be cured prior to the expiration of the exchange offer. Although we intend to notify holders of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give notification. Tenders of old notes will not be deemed made until those defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, promptly following the expiration or termination of the exchange offer.

Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program

      We understand that the exchange agent will make a request promptly after the date of this prospectus to establish accounts with respect to the old notes at the book-entry transfer facility, DTC, for the purpose of facilitating the exchange offer. Subject to the establishment of the accounts, any financial institution that is a participant in DTC’s system may make book-entry delivery of old notes by causing DTC to transfer the new notes into the exchange agent’s account in accordance with DTC’s procedures for such transfer. Any participant in Euroclear or Clearstream, Luxembourg may make book-entry delivery of Regulation S old notes by causing Euroclear or Clearstream, Luxembourg to transfer such old notes into the exchange agent’s account at DTC in accordance with established procedures between DTC and Euroclear or Clearstream, Luxembourg for transfer.

      If you desire to tender old notes held in book-entry form with DTC, the exchange agent must receive, before 5:00 p.m. New York City time on the expiration date, at its address set forth in this prospectus, a confirmation of book-entry transfer of old notes into the exchange agent’s account at DTC, and either:

•  a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or

•  an agent’s message transmitted pursuant to DTC’s ATOP program.

      DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer old notes held in book-entry form to the exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send a book-entry confirmation, including an agent’s message, to the exchange agent. If you use ATOP procedures to tender old notes, you will not be required to deliver a letter of transmittal to the exchange agent, but you will be bound by its terms just as if you had signed it.

      The term “agent’s message” means a message, transmitted by DTC and received by the exchange agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment, which may be through Euroclear or Clearstream, Luxembourg, from a participant in DTC tendering old notes that such participant has received an appropriate letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and RAI and the guarantors may enforce such agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC, Euroclear or Clearstream, Luxembourg participant, as the case may be, that the representations contained in the letter of transmittal described above are true and correct.

      In the case of an agent’s message relating to guaranteed delivery, the term means a message transmitted by DTC and received by the exchange agent, which states that DTC has received an express acknowledgment from the participant in DTC tendering notes that such participant has received and agrees to be bound by the notice of guaranteed delivery.

Guaranteed Delivery Procedures

      If you desire to tender old notes pursuant to the exchange offer and (1) certificates representing such old notes are not immediately available, (2) time will not permit your letter of transmittal, certificates representing such old notes and all other required documents to reach the exchange agent on or prior to the expiration of the exchange offer or (3) the procedures for book-entry transfer (including delivery of an

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agent’s message) cannot be completed on or prior to the expiration of the exchange offer, you may nevertheless tender such notes with the effect that such tender will be deemed to have been received on or prior to the expiration of the exchange offer if all the following conditions are satisfied:

•  you must effect your tender through an “eligible guarantor institution;”

•  a properly completed and duly executed notice of guaranteed delivery, in the form provided by us herewith, or an agent’s message with respect to guaranteed delivery that is accepted by us, is received by the exchange agent on or prior to the expiration of the exchange offer as provided below; and

•  the certificates for the tendered notes, in proper form for transfer (or a book-entry confirmation of the transfer of such notes into the exchange agent account at DTC as described above), together with a letter of transmittal (or a manually signed facsimile of the letter of transmittal) properly completed and duly executed, with any signature guarantees and any other documents required by the letter of transmittal or a properly transmitted agent’s message, are received by the exchange agent within three trading days (on the New York Stock Exchange) after the date of execution of the notice of guaranteed delivery.

      The notice of guaranteed delivery may be sent by hand delivery, facsimile transmission or mail to the exchange agent and must include a guarantee by an eligible guarantor institution in the form set forth in the notice of guaranteed delivery.

Acceptance of Tendered Old Notes

      Subject to the satisfaction or waiver of the condition to the exchange offer, RAI will accept for exchange any and all old notes properly tendered in the exchange offer and not validly withdrawn prior to the expiration of the exchange offer. RAI shall be deemed to have accepted validly tendered old notes when and if it has given written notice to the exchange agent of its acceptance. The exchange agent will act as agent for the holders of old notes who surrender them in the exchange offer for the purposes of receiving the new notes from RAI and delivering the new notes to such holders. RAI will issue and deliver the new notes promptly following the expiration of the exchange offer.

      If any tendered old notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or non-exchanged old notes will be returned without expense to the tendering holder thereof, or, in the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described above, such non-exchanged old notes will be credited to an account maintained with DTC, promptly after the expiration of the exchange offer.

Withdrawal of Tenders

      Except as otherwise provided in this prospectus, holders of old notes may withdraw their tenders at any time prior to 5:00 p.m., New York City time, on the expiration date of the exchange offer.

      For a withdrawal to be effective:

•  the exchange agent must receive a written notice of withdrawal at the address set forth below under the caption “— Exchange Agent;” or

•  holders must comply with the appropriate procedures of DTC’s ATOP system.

      Any notice of withdrawal must:

•  specify the name of the person who tendered the old notes to be withdrawn;

•  identify the old notes to be withdrawn, including the principal amount of the old notes to be withdrawn;

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•  be signed by the person who tendered the old notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees; and

•  specify the name in which the old notes are to be re-registered, if different from that of the withdrawing holder.

      If old notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility.

      We will determine all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal, and our determination shall be final and binding on all parties. We will deem any old notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. We will return any old notes that have been tendered for exchange but that are not exchanged for any reason without cost to the holder promptly following withdrawal, rejection of tender or termination of the exchange offer. In the case of old notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, those old notes will be credited to an account maintained with DTC for old notes, promptly after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn old notes by following one of the procedures described under the caption “ — Procedures for Tendering Old Notes” above at any time on or before expiration of the exchange offer.

      A holder may obtain a form of the notice of withdrawal from the exchange agent at its offices listed below under the caption “ — Exchange Agent.”

Consequences of Failure to Exchange

      If you do not exchange your old notes for new notes in the exchange offer, your old notes will remain subject to the restrictions on transfer of such old notes:

•  as set forth in the legend printed on the old notes as a consequence of the issuance of the old notes pursuant to exemptions from the registration requirements of the Securities Act; and

•  as otherwise set forth in the offering memorandum distributed in connection with the private offering of the Category A old notes and in the offer to exchange and consent solicitation statement distributed in connection with the prior RJR exchange offer.

      In general, you may not offer or sell your old notes unless they are registered under the Securities Act or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreements, we do not intend to register resales of the old notes under the Securities Act.

Exchange Agent

      The Bank of New York Trust Company, N.A. has been appointed as exchange agent for the exchange offer and is receiving a customary fee therefor, as well as reimbursement for reasonable out-of-pocket expenses. You should direct questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for the notice of guaranteed delivery or the notice of withdrawal to the exchange agent addressed as follows:

By Mail, Overnight Courier or Hand Delivery:	By Facsimile:
The Bank of New York Trust Company, N.A. 101 Barclay Street Floor 7E Reorganization Unit Attn.:            New York, New York 10286	The Bank of New York Trust Company, N.A. Reorganization Unit Attn.:            Confirm by Telephone:

45

      Delivery of the letter of transmittal to an address other than as shown above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

      In addition to serving as the exchange agent, The Bank of New York Trust Company, N.A. is the trustee under three indentures of RJR and under RAI’s 2006 indenture. The exchange agent and its affiliates have in the past provided, and are currently providing, banking, trust and other services to RAI and its affiliates, including as participants in RAI’s credit facilities and as transfer agent for RAI’s common stock. The exchange agent served as the exchange agent in the prior RJR exchange offer, and an affiliate of the exchange agent was an initial purchaser of the Category A old notes. From time to time, RAI or its affiliates may enter into other relationships with the exchange agent or its affiliates.

Shelf Registration

      Pursuant to the registration rights agreements, we may be required to file one or more shelf registration statements to permit certain holders of “registrable notes” (as defined below), who were not eligible to participate in the exchange offer to resell the registrable notes periodically without being limited by the transfer restrictions.

      We will only be required to file a shelf registration statement if:

•  we are not permitted by applicable law or by the staff of the SEC to effect the exchange offer as contemplated by the registration rights agreements;

•  the exchange offer is not completed by December 27, 2006, in the case of the Category A old notes, or by January 16, 2007, in the case of the Category B old notes; or

•  such registration is requested by any initial purchaser of the Category A old notes, or any participant in the prior RJR exchange offer, not later than 30 days after the consummation of the exchange offer, if such requesting person holds old notes ineligible to be exchanged for new notes in the exchange offer.

      If a shelf registration statement is required, we will use our reasonable best efforts to:

•  file the shelf registration statement with the SEC as soon as practicable after we are required to do so and cause the shelf registration statement to be declared effective by the SEC; and

•  keep the shelf registration statement continuously effective until May 31, 2008, in the case of the Category A old notes, or until June 20, 2008, in the case of the Category B old notes, or if earlier, until all the registrable notes covered by the shelf registration statement are sold thereunder, become eligible for resale pursuant to Rule 144 under the Securities Act or cease to be registrable notes.

      Notwithstanding the foregoing, we may, by notice to holders of registrable notes, suspend the availability of a shelf registration statement and the use of the related prospectus, if:

•  such action is required by the SEC or a state securities authority;

•  the happening of any event that makes any statement made in the shelf registration statement or the related prospectus untrue in any material respect or requires changes in order to make the statements made not misleading; or

•  we determine in our reasonable judgment that it is in the best interests of RAI and the guarantors not to disclose a possible acquisition or business combination or other transaction, business development or event involving RAI or the guarantors that might otherwise require disclosure in the registration statement, or if obtaining any financial statements relating to an acquisition or business combination required to be included in the registration statement would be impracticable.

The period for which we are obligated to keep the shelf registration statement continuously effective will be extended by the period of such suspension.

46

      Each holder of registrable notes will be required to discontinue disposition of registrable notes pursuant to the shelf registration statement upon receipt from us of notice of any events described in the preceding paragraph or certain other events specified in the registration rights agreements.

      A holder who sells registrable notes pursuant to the shelf registration statement will be required to furnish information about itself as we may reasonably require, be named as a selling securityholder in the prospectus and deliver a copy of the prospectus to purchasers. If we are required to file a shelf registration statement, we will provide to each holder of the registrable notes copies of the prospectus that is a part of the shelf registration statement and notify each of these holders when the shelf registration statement becomes effective. These holders will be subject to certain of the civil liability provisions under the Securities Act in connection with those sales and will be bound by the provisions of the registration rights agreements applicable to these holders (including certain indemnification obligations).

      If we are required to file the shelf registration statement, we will be required to pay additional interest to each holder of registrable notes at a rate of 0.5% per year if:

•  the shelf registration statement is not declared effective by the SEC on or prior to the deadlines specified in the registration rights agreements; or

•  the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the registrable notes during the periods specified in the registration rights agreements, except during limited periods as a result of the exercise by us of our right to suspend use of the shelf registration statement and the related prospectus as described above.

      “Registrable notes” means the old notes; provided, however, that any old notes shall cease to be registrable notes when:

•  such old notes shall have been exchanged for new notes pursuant to the exchange offer (or are eligible for exchange) or disposed of pursuant to the shelf registration statement;

•  such old notes shall have been sold pursuant to Rule 144 (or any similar provision then in force, but not Rule 144A) under the Securities Act, or be eligible for sale pursuant to Rule 144(k); or

•  such old notes shall have ceased to be outstanding.

Fees and Expenses

      We will pay the cash expenses incurred in connection with the exchange offer. These expenses include fees and expenses of the exchange agent and trustee, accounting and legal fees and printing costs, among others.

      We are mailing the principal solicitation. However, our officers and regular employees and those of our affiliates may make additional solicitation by facsimile transmission, telephone or in person.

      We have not retained any dealer-manager in connection with the exchange offer. We will not make any payments to brokers, dealers or others soliciting tenders of old notes pursuant to the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and may reimburse it for its reasonable out-of-pocket expenses.

      Holders who tender their old notes for exchange will not be required to pay any transfer taxes, except that holders who instruct us to register new notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder, will be responsible for paying any applicable transfer tax.

Accounting Treatment

      For accounting purposes, we will recognize no gain or loss as a result of the exchange offer. The costs of the exchange offer will be expensed in the period incurred.

47

Other

•  Other than the federal securities laws, we are not aware of any governmental or regulatory approvals that are required in order to complete the exchange offer.

•  Participation in the exchange offer is voluntary.

•  Holders of old notes have no appraisal or dissenters’ rights in connection with the exchange offer.

•  Holders of the old notes are urged to consult their financial and tax advisors in making their own decisions on what action to take. See “Material U.S. Federal Income Tax Consequences.”

USE OF PROCEEDS

      The exchange offer is intended to satisfy our obligations under the registration rights agreements relating to the old notes. We will not receive any cash proceeds from the exchange offer. In exchange for issuing the new notes, we will receive a like principal amount of old notes. We used the net proceeds of the sale of the Category A old notes, in the amount of approximately $1.64 billion, to help finance the Conwood acquisition. We have agreed to bear the expenses of the exchange offer.

48

CAPITALIZATION

      The following table sets forth the cash and cash equivalents and short-term investments, and capitalization of RAI and its subsidiaries as of June 30, 2006. Any old notes that are properly tendered and exchanged for new notes pursuant to the exchange offer will be retired and cancelled. Accordingly, the issuance of the new notes will not result in any change to our capitalization. This table should be read in conjunction with the consolidated financial statements and the notes thereto appearing in the RAI June 30, 2006, Form 10-Q, incorporated by reference herein. All dollar amounts are in millions.

				As of June
				30, 2006
Cash and cash equivalents and short-term investments				$	1,822
Long-term debt, less current maturities:
	Term loan				1,535
	Old notes, less current maturities				2,692
	RJR notes, less current maturities				186
		Total long-term debt, less current maturities			4,413
		Total shareholders’ equity			6,912
			Total capitalization	$	11,325

49

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

      The following unaudited pro forma condensed combined statement of income for the six months ended June 30, 2006, gives effect to the Conwood transactions as if they had been completed on January 1, 2006. The unaudited pro forma condensed combined financial information for the year ended December 31, 2005, incorporated by reference herein from RAI’s Current Report on Form 8-K/A filed on August 4, 2006, gives effect to the Conwood transactions as if they had been completed on January 1, 2005. The Conwood transactions were actually completed on May 31, 2006.

      This unaudited pro forma condensed combined statement of income should be read in conjunction with the historical financial statements of RAI and of Conwood (and of three non-operating subsidiaries of Conwood Holdings — Conwood LLC, Conwood-1 LLC and Conwood-2 LLC — that were merged into Conwood Holdings effective August 11, 2006) incorporated by reference herein.

      This unaudited pro forma condensed combined statement of income has been prepared using the purchase method of accounting for business combinations and is based upon the historical financial statements of RAI and Conwood (and of the three non-operating subsidiaries described above), which have been prepared in accordance with Regulation S-X promulgated by the SEC. It is based on certain assumptions and adjustments as discussed in the accompanying notes to unaudited pro forma condensed combined statement of income. The combined condensed consolidated balance sheet (unaudited) as of June 30, 2006, is included in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein, with the purchase price allocated to certain assets acquired and liabilities assumed based on their historical book values as of the acquisition date. Due to the limited amount of available information concerning Conwood’s operations prior to the completion of the acquisition, the fair value of assets acquired and liabilities assumed, including trademarks and other intangibles, has not yet been determined. The excess of the amount paid over net assets acquired has been allocated to goodwill in RAI’s condensed consolidated balance sheet (unaudited) as of June 30, 2006.

      The adjustments in this unaudited pro forma condensed combined statement of income reflect adjustments necessary to account for the Conwood transactions as described herein. Further adjustments will be required pending allocation of the purchase price resulting from the determination of fair value of assets acquired and liabilities assumed. The final determination of the fair market value of the assets acquired and liabilities assumed and the final allocation of the consideration will be finalized when all information is received, but not later than one year from the date of the completion of the Conwood transactions.

      This unaudited pro forma condensed combined statement of income does not reflect operating efficiencies, if any, that may result from the completion of the Conwood acquisition and does not include any transition costs. For these and other reasons, this unaudited pro forma condensed combined statement of income is not necessarily indicative of results of operations or financial position that would have been achieved if the businesses had been combined as of January 1, 2006, or the results of operations or financial position that RAI will experience now that the Conwood transactions are completed. In addition, the preparation of financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions are preliminary and have been made solely for the purpose of developing this unaudited pro forma condensed combined statement of income. Actual results could differ materially from these estimates and assumptions.

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REYNOLDS AMERICAN INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

(Dollars in millions, except per share amounts)

				For the Six Months Ended June 30, 2006
				Historical			Historical			Pro Forma			Pro Forma
				RAI			Conwood			Adjustments			Combined
Net Sales				$	4,251		$	202		$	—		$	4,453
Costs and expenses:
	Cost of products sold				2,441			41			—			2,482
	Selling, general and administrative expenses				734			45			—			779
	Amortization expense				14			3			(3	)(A)		14
		Operating income			1,062			113			3			1,178
Interest and debt expense					87			—			98	(B)
											3	(B)		188
Interest Income					(59	)		(2	)		2	(A)
											5	(C)		(54	)
Other income, net					(3	)		—			—			(3	)
			Income from continuing operations before taxes		1,037			115			(105	)		1,047
Provision for income taxes					390			2			(2	)(A)
											4	(D)		394
			Income from continuing operations	$	647		$	113		$	(107	)	$	653
	Basic income per share from continuing operations			$	2.19	(E)							$	2.21	(E)
	Diluted income per share from continuing operations			$	2.19	(E)							$	2.21	(E)
	Basic average shares outstanding, in thousands				294,991	(E)								294,991	(E)
	Diluted average shares outstanding, in thousands				295,322	(E)								295,322	(E)

Note A — Elimination of Historical Conwood Items

      Pro forma adjustments include the elimination of Conwood’s historical amortization expense due to applying the purchase method of accounting for the Conwood transactions, Conwood’s historical interest income due to the exclusion of the historical cash balances, and Conwood’s historical provision for income taxes due to the application of the new expected effective rate. Prior to the acquisition, Conwood was an “S” corporation for federal income tax purposes.

Note B — Increase in Interest and Debt Expense

      Interest expense increased based on $3.2 billion of additional debt at interest rates ranging from 7.1875% to 7.750%. Debt expense of $3.0 million relates to the $52 million of debt issuance costs to be amortized over five to 12 years.

Note C — Reduction in Interest Income due to Acquisition

      Interest income has been reduced to reflect an average cash balance reduced by approximately $380 million, which is the amount of cash on hand used in connection with the Conwood acquisition.

Note D — Income Taxes

      The pro forma adjustment to provision for income taxes represents the application of the expected effective rate of 39.0% to the Conwood historical earnings and pro forma adjustments.

Note E — Stock Split

      On July 19, 2006, RAI announced that its board of directors had declared a two-for-one stock split to be effected in the form of a 100% stock dividend of its common stock to shareholders of record on July 31, 2006. The stock dividend was distributed to shareholders on August 14, 2006. All share and per share amounts have been adjusted to reflect this stock split.

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SELECTED FINANCIAL DATA

      The selected historical consolidated financial data of RAI as of December 31, 2004 and 2005, and for each of the years in the three-year period ended December 31, 2005, are derived from RAI’s audited consolidated financial statements and accompanying notes incorporated by reference herein from RAI’s Annual Report on Form 10-K for the year ended December 31, 2005. The selected historical consolidated financial data of RAI as of December 31, 2001, 2002 and 2003, and for each of the years ended December 31, 2001 and 2002, are derived from RJR’s audited consolidated financial statements and notes not incorporated by reference herein. The selected historical consolidated financial data as of June 30, 2006, and for each of the six-month periods ended June 30, 2005 and 2006, are derived from, and are qualified by reference to, RAI’s unaudited financial statements included in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein. The balance sheet data as of June 30, 2005, are derived from unaudited financial statements not incorporated by reference herein. The unaudited financial statements have been prepared on the same basis as the audited financial statements and include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation. The consolidated financial statements of RAI include the results of RJR through July 30, 2004, of RAI and the acquired operations of B&W and Lane subsequent to July 30, 2004, and of these entities and Conwood subsequent to May 31, 2006. For further information, including the impact of new accounting developments, acquisitions and restructuring and impairment charges, you should read this selected financial data in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in RAI’s June 30, 2006, Form 10-Q and the consolidated financial statements and notes thereto incorporated by reference herein. All dollar amounts (other than per share amounts) are in millions.

																	Six Months Ended
		Year Ended December 31,															June 30,
		2001			2002			2003			2004			2005			2005			2006
																	(Unaudited)
Results of Operations:
	Net sales(1)	$	6,269		$	6,211		$	5,267		$	6,437		$	8,256		$	4,060		$	4,251
	Cost of products sold(1)(2)		3,560			3,732			3,218			3,872			4,919			2,352			2,441
	Selling, general and administrative expenses		1,429			1,463			1,327			1,455			1,611			776			734
	Amortization expense		362			—			—			24			41			24			14
	Fixture impairment		—			—			106			—			—			—			—
	Restructuring and asset impairment charges		—			224			368			5			2			(1	)		—
	Loss on sale of assets		—			—			—			—			24			25			—
	Goodwill and trademark impairment charges		—			13			4,089			199			200			—			—
	Operating income (loss)		918			779			(3,841	)		882			1,459			884			1,062
	Interest and debt expense		150			147			111			85			113			50			87
	Interest income		(137	)		(62	)		(29	)		(30	)		(85	)		(30	)		(59	)
	Provision for (benefit from) income taxes		448			265			(229	)		202			431			325			390
	Income (loss) from continuing operations		444			418			(3,689	)		627			985			532			647
	Income (loss) from discontinued operations		(9	)		40			122			12			2			—			—
	Extraordinary items — gain		—			—			121			49			55			—			74
	Cumulative effect of accounting change		—			(502	)		—			—			—			—			—
	Net income (loss)		435			(44	)		(3,446	)		688			1,042			532			721
Cash Flow Data:
	Net cash from (used in) operating activities	$	626		$	489		$	581		$	736		$	1,273		$	(40	)	$	103
	Net cash from (used in) investing activities(3)		(307	)		(901	)		641			260			(989	)		(224	)		(2,921	)
	Net cash from (used in) financing activities		(842	)		(105	)		(1,122	)		(467	)		(450	)		209			2,590
Other Data (unaudited):
	Ratio of earnings to fixed charges(4)		6.4	x		5.2	x		—			9.5	x		12.2	x		16.2	x		12.2	x
	Deficiency in the coverage of fixed charges by earnings before fixed charges (in millions)(4)	$	—		$	—		$	(3,913	)	$	—		$	—		$	—		$	—

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													Six Months Ended
		Year Ended December 31,											June 30,
		2001		2002		2003			2004		2005		2005		2006
													(Unaudited)
Per Share Data: (5)
	Basic income (loss) from continuing operations	$	2.29	$	2.36	$	(22.04	)	$	2.83	$	3.34	$	1.80	$	2.19
	Diluted income (loss) from continuing operations		2.24		2.32		(22.04	)		2.81		3.34		1.80		2.19
	Basic weighted average shares, in thousands		194,087		177,467		167,394			221,556		294,790		294,766		294,991
	Diluted average shares, in thousands		197,973		180,351		167,394			222,873		295,172		295,159		295,322
	Cash dividends declared per share of common stock	$	1.65	$	1.865	$	1.90		$	1.90	$	2.10	$	0.95	$	1.25

		As of December 31,										As of June 30,
		2001		2002		2003		2004		2005		2005		2006
												(Unaudited)
Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	2,227	$	2,179	$	1,630	$	1,972	$	2,706	$	2,138	$	1,822
	Total current assets		3,928		3,992		3,331		4,624		5,065		4,490		4,083
	Property, plant and equipment, net		1,050		940		894		1,129		1,053		1,094		1,065
	Trademarks, net		2,773		2,085		1,759		2,403		2,188		2,395		2,182
	Goodwill, net		6,875		7,090		3,292		5,685		5,672		5,684		9,059
	Total assets		15,122		14,651		9,677		14,428		14,519		14,205		16,934
	Tobacco settlement and related accruals		1,520		1,543		1,629		2,381		2,254		1,463		1,499
	Current maturities		43		741		56		50		190		555		314
	Total current liabilities		2,792		3,427		2,865		4,055		4,149		3,668		3,549
	Long-term debt, less current maturities		1,631		1,755		1,671		1,595		1,558		1,580		4,413
	Total liabilities		7,096		7,935		6,620		8,252		7,966		8,011		10,022
	Shareholders’ equity		8,026		6,716		3,057		6,176		6,553		6,194		6,912

(1)	Net sales and cost of products sold exclude excise taxes of $1.067 billion and $1.069 billion for the six months ended June 30, 2005 and 2006, respectively, and $1.529 billion, $1.751 billion, $1.572 billion, $1.850 billion and $2.175 billion for the years ended December 31, 2001, 2002, 2003, 2004 and 2005, respectively.
(2)	Cost of products sold includes settlement expense of $1.218 billion and $1.327 billion for the six months ended June 30, 2005 and 2006, respectively. Cost of products sold includes federal tobacco buyout expense of $142 million and $126 million for the six months ended June 30, 2005 and 2006, respectively. Cost of products sold includes settlement expense of $2.6 billion, $2.5 billion, $1.9 billion, $2.2 billion and $2.6 billion for the years ended December 31, 2001, 2002, 2003, 2004 and 2005, respectively. Cost of products sold includes federal tobacco buyout expense of $70 million and $345 million during 2004 and 2005, respectively. See “Litigation Affecting the Cigarette Industry — Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements” and “Tobacco Buyout Legislation” in note 8 to the unaudited financial statements appearing in RAI’s June 30, 2006, Form 10-Q, incorporated by reference herein.
(3)	Reflects reclassification of auction rate notes from cash and cash equivalents to short-term investments, resulting in an increase of $81 million in net cash flows used in investing activities in 2002 and an increase of $161 million in net cash flows from investing activities in 2003. Reclassifications in 2001 were not included, as information was not practically available.
(4)	For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income before income taxes and fixed charges and fixed charges consist of interest on indebtedness, amortization of debt issuance costs and one-third of operating rental expense, representative of the interest factor.
(5)	On July 19, 2006, RAI announced that its board of directors had declared a two-for-one stock split, to be effected in the form of a 100% stock dividend of its common stock, to shareholders of record on July 31, 2006. The stock dividend was distributed to RAI’s shareholders on August 14, 2006. All share and per share amounts have been adjusted to reflect this stock split.

53

BUSINESS

Introduction

      RAI was incorporated as a holding company in 2004 to facilitate transactions to combine the U.S. cigarette and tobacco assets, liabilities and operations of B&W with RJR Tobacco. RAI’s wholly owned subsidiaries include its operating subsidiaries, RJR Tobacco, Santa Fe, Lane and GPI, as well as Conwood, which RAI acquired on May 31, 2006.

      RJR Tobacco is the second largest cigarette manufacturer in the United States. Its largest selling cigarette brands, CAMEL, KOOL, WINSTON, SALEM and DORAL, were five of the ten best-selling brands of cigarettes in the United States in 2005. Those brands, and its other brands, including PALL MALL, ECLIPSE, MISTY, CAPRI, CARLTON, VANTAGE, MORE and NOW, are manufactured in a variety of styles and marketed in the United States to meet a range of adult smoker preferences. RJR Tobacco also manufactures tobacco products on a contract basis for BAT and certain of its affiliates. Santa Fe manufactures and markets cigarettes and other tobacco products under the NATURAL AMERICAN SPIRIT brand. Santa Fe markets its products primarily in the United States, and has a small, but growing, international tobacco business. Lane manufactures or distributes cigars, roll-your-own, cigarette and pipe tobacco brands, including DUNHILL and CAPTAIN BLACK tobacco products. GPI manufactures and exports cigarettes to U.S. territories, U.S. duty-free shops and U.S. overseas military bases, and manages a contract manufacturing business. For the years ended December 31, 2005, 2004 and 2003, RAI’s operating subsidiaries(excluding Conwood) had net sales to foreign countries of $548 million, $304 million and $94 million, respectively.

      Conwood is the second largest smokeless tobacco products manufacturer in the United States. Conwood’s largest selling moist snuff brands, KODIAK and GRIZZLY, were two of the six best-selling brands of moist snuff in the United States in 2005. Its other products include loose leaf chewing tobacco, dry snuff, plug and twist tobacco products and held the first or second position in market share in each category in 2005. Conwood markets its products only in the United States.

RJR Tobacco

      RJR Tobacco’s brand portfolio strategy, which took effect at the beginning of 2005, includes three categories of brands: investment, selective support and non-support. The investment brands are CAMEL and KOOL, which receive significant resources focused on accelerating their share-of-market growth. The selective support brands include two full-price brands, WINSTON and SALEM, and two savings brands, DORAL and PALL MALL, all of which receive limited support in an effort to optimize profitability. ECLIPSE, a full-price brand of cigarettes that primarily heats rather than burns tobacco, is also a selective support brand. The non-support brands, comprised of all remaining brands, are managed to maximize near-term profitability. RJR Tobacco expects that, over a four- to six-year time frame, this focused portfolio strategy will result in growth in total company share, as gains on investment brands more than offset declines among other brands.

      During 2005, CAMEL’s filtered styles accelerated their growth based on the strength of the brand’s equity, driven by its “Pleasure to Burn” positioning. In addition, RJR Tobacco launched Turkish Silver in April 2005. Initiatives launched in prior years to actively market CAMEL’s three distinct product families — Classic, Turkish and Exotic Blends — also contributed to the brand’s performance in 2005. During 2005, RJR Tobacco introduced KOOL’s “Be True” advertising campaign to support KOOL’s future growth potential. KOOL’s full-year share of market increased in 2005 to its highest level since 1999 due to this and other initiatives to strengthen its appeal among adult menthol smokers.

      The combined share of market of the investment brands showed improvement during 2005 over 2004, and during the first six months of 2006 over the first six months of 2005. However, the decline in share of selective support and non-support brands more than offset the gains on the investment brands. This decline was partially driven by RJR Tobacco’s strategic shifts in 2005 to give significant resources to the investment brands. Within the selective support brands, PALL MALL savings continued to show slight

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share growth in 2005 and in the first six months of 2006. ECLIPSE continues to be sold in limited distribution throughout the country and is supported by a cost-efficient marketing plan.

      In the first quarter of 2006, CAMEL introduced new CAMEL Wides packaging and initiated efforts to enhance the performance of the brand’s menthol styles, including new packaging. In the second quarter of 2006, CAMEL introduced CAMEL SNUS, a smokeless, spitless tobacco product, in test markets. KOOL continued to maintain its appeal among adult menthol smokers and increased its share in the second quarter of 2006 over the prior-year quarter. In the first six months of 2006, share loss of non-investment brands moderated, and overall share results were in line with the current brand portfolio strategy.

      RJR Tobacco’s marketing programs are designed to strengthen brand image, build brand awareness and loyalty and switch adult smokers of competing brands. In addition to building strong brand equity, RJR Tobacco’s marketing approach utilizes a retail pricing strategy, including discounting at retail, to defend certain brands’ shares of market against competitive pricing pressure. RJR Tobacco’s competitive pricing includes list price changes, discounting programs, such as retail buydowns, free product promotions and consumer coupons. RJR Tobacco provides trade incentives through trade terms, wholesale partner programs and retail incentives.

      Anti-smoking groups have attempted to restrict cigarette sales, cigarette advertising and the testing and introduction of new cigarette products. The MSA and other federal, state and local laws restrict utilization of television, radio or billboard advertising or certain other marketing and promotional tools for cigarettes. RAI’s operating subsidiaries continue to advertise their cigarettes in magazines where the vast majority of readers are adults 18 years of age or older, direct mailings and other means to market their cigarette brands and enhance their appeal among age-verified adult smokers. RAI’s operating subsidiaries continue to advertise and promote at retail cigarette locations and in adult venues where permitted.

      Primary competitors of RJR Tobacco include Philip Morris USA Inc., a subsidiary of Altria Group, Inc., referred to as Philip Morris, Lorillard Tobacco Company, an indirect subsidiary of the Loews Corporation, and manufacturers of deep-discount brands. From 1998 through 2002, the premium or full-price tier was negatively impacted by widening price gaps between those brands and the deep-discount brands. Since 2003, the price gap has remained relatively level.

      Based on data collected by IRI during 2005, 2004 and 2003, the combined retail share of RJR Tobacco and B&W of the U.S. cigarette market was 29.98%, 30.82% and 32.09%, respectively. During these same years, Philip Morris’ share was 50.73%, 50.00% and 49.37%, respectively, and the remaining participants held lesser shares. This data does not reflect revisions made by IRI to its market share data in April 2006 to better estimate participants’ shares of U.S. retail cigarette sales. The use of IRI’s revised methodology would not have had a material impact on the foregoing percentages. You should not rely on the market share data reported by IRI as being precise measurements of actual market share, however, because IRI’s reporting is based on sampling and, in addition, IRI is not able to effectively track the volume of all deep-discount brands. RAI believes that deep-discount brands made by small manufacturers have a combined market share of 13% to 15% of U.S. industry unit sales. Accordingly, the retail share of market of RAI’s operating subsidiaries and their brands as reported by IRI may overstate their actual market share.

      Cigarette competition is based primarily on brand positioning and price, as well as product attributes and packaging, consumer loyalty, promotions, advertising and retail presence. Cigarette brands produced by the major manufacturers generally require competitive pricing, substantial marketing support, retail programs and other incentives to maintain or improve a brand’s market position or to introduce a new brand.

Conwood

      Moist snuff accounts for more than 70% of Conwood’s sales, led by both the premium-priced KODIAK brand and value-priced GRIZZLY brand. In 2005, Conwood had 23% by volume of the

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U.S. moist snuff category, which has had an average growth rate of approximately 4% per year over the past four years. Loose leaf accounted for 20% of Conwood’s sales in 2005, led by the LEVI GARRETT brand. Conwood’s recent growth has been driven by the introduction of the GRIZZLY brand, which was the first significant brand launched in the sub-price value tier. Despite the introductions of sub-price value brands by two major competitors in the last three years, GRIZZLY has continued to increase its market share, holding approximately a 45% share of the price-value tier for the first six months of 2006. KODIAK has also been a well-recognized premium brand for the past 25 years, holding approximately a 9% share of the premium tier for the first six months of 2006. During the first half of 2006, the premium tier and the price-value tier represented approximately 58% and 42% of the U.S. moist snuff market, respectively.

      Conwood’s largest competitor is UST, Inc., whose share of the U.S. smokeless tobacco market for the first six months of 2006 was roughly 62%. Conwood also competes in the U.S. smokeless tobacco market with both domestic and international companies marketing and selling price-value and sub-price-value smokeless tobacco products. In addition, RJR Tobacco’s largest competitor in the cigarette market, Philip Morris, has recently begun test marketing smokeless tobacco products. As smokers continue to switch from cigarettes to smokeless tobacco products, other companies may test or enter the smokeless tobacco marketplace.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

RAI Credit Facilities

      Concurrently with the closing of the Conwood acquisition, RAI entered into new $2.1 billion senior secured credit facilities consisting of:

•  a $1.55 billion six-year senior secured term loan; and

•  a $550 million five-year senior secured revolving credit facility (which may be increased to $800 million at the discretion of the lenders and at the request of RAI).

      RAI used borrowings under the term loan together with the net proceeds from the sale of Category A old notes and available cash to pay the $3.5 billion purchase price for the Conwood acquisition and the fees and expenses related to the Conwood transactions.

      The term loan requires quarterly, mandatory repayments of approximately $4 million, beginning September 30, 2006. An additional mandatory repayment is due 110 days after the last day of each year, commencing December 31, 2007, equal to excess cash flow as defined in the credit agreement, including reductions for, among other things, capital expenditures, cash dividends, debt principal payments and pension funding. The revolver is available for borrowings and issuances of letters of credit, at RAI’s option. At June 30, 2006, RAI had $25 million in letters of credit outstanding under its revolver. No borrowings were outstanding, and the remaining $525 million of the revolver was available for borrowing. Under the terms of its credit facilities, RAI is not required to maintain compensating balances; however, RAI is required to pay a commitment fee ranging from 0.75% to 1.50% per annum on the unused portion of the revolver. RAI can prepay the term loan at any time; provided, however, that if new indebtedness is incurred in connection with such prepayment, unless otherwise consented to by the lenders under RAI’s credit facilities, such indebtedness must have terms substantially identical to the notes, other than with respect to principal amounts, interest rates and payment and maturity dates, and any maturity date for such indebtedness cannot be prior to one year following the maturity date of the term loan.

      Borrowings under the credit facilities bear interest, at the option of RAI, at a rate equal to an applicable margin plus:

•  the reference rate, which is the higher of (1) the federal funds effective rate from time to time plus 0.5% and (2) the prime rate; or

•  the Eurodollar rate, which is the rate at which Eurodollar deposits for one, two, three or six months are offered in the interbank Eurodollar market.

      The credit facilities’ applicable margin is subject to adjustment based upon RAI’s consolidated leverage ratio and the credit ratings assigned to the RAI credit facilities. At June 30, 2006, RAI had the following term loan amounts outstanding: $700 million bearing interest at the June 1, 2006, three-month LIBOR rate plus 1.875% and $850 million bearing interest at the June 1, 2006, six-month LIBOR rate plus 1.875%. Overdue principal and, to the extent permitted by law, overdue interest outstanding under the credit facilities bear interest at a rate equal to the rate then in effect with respect to such borrowings, plus 2.0% per annum.

      The credit facilities have restrictive covenants that limit RAI’s and its subsidiaries’ ability to pay dividends and repurchase stock, make investments, prepay certain indebtedness, incur indebtedness, engage in transactions with affiliates, create liens, acquire, sell or dispose of specific assets and engage in specified mergers or consolidations.

      Certain of RAI’s domestic subsidiaries, including its material domestic subsidiaries, have guaranteed RAI’s obligations under the credit facilities. RAI has pledged substantially all of its assets, including the stock of its direct subsidiaries, to secure such obligations. The guarantors have also pledged substantially all of their assets (including the stock, indebtedness and other obligations held by or owing to such guarantor of a subsidiary, other than for RJR and its direct and indirect subsidiaries, which pledge is

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limited to the stock, indebtedness and other obligations of RJR Tobacco held by or owing to RAI or any of the guarantors) to secure such obligations; provided, however, the pledge of assets by Lane, Santa Fe and Scott Tobacco is limited to certain personal property.

      Under the terms of RAI’s credit facilities, at such time, if any, as RAI has repaid the term loan in full and has obtained a corporate rating of investment grade from each of Moody’s and S&P (with not worse than stable outlooks), the security for RAI’s credit facilities will automatically be released and the obligations thereunder will become unsecured; provided, however, that if certain defaults exist under the 2006 indenture at such time, the collateral will not be released until these defaults are cured or waived. The guarantees of RAI’s obligations under the credit facilities, however, will not be automatically released under these circumstances.

      Pursuant to documents relating to the credit facilities, in the event of RAI’s exposure under any hedging arrangement with a lender under the credit facilities (or any affiliate of such lender), RAI’s obligations with respect to such hedging arrangement will be guaranteed by the same entities and secured by the same assets as under RAI’s credit facilities.

RJR Notes

      RAI’s long-term indebtedness includes outstanding notes of RJR in the aggregate principal amount of approximately $250 million, of which $161 million are currently guaranteed by RAI and certain direct and indirect subsidiaries of RJR, and $89 million are not guaranteed. None of the RJR notes are currently secured.

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DESCRIPTION OF THE NEW NOTES

General

      The new notes will be the direct obligations of RAI and will consist of eight series of debt securities set forth in the table below. The maximum aggregate principal amount of each series of new notes is also set forth in the table below. The form and terms of each series of new notes will be substantially the same as the form and terms of the corresponding series of old notes, except that the offer and sale of the new notes have been registered under the Securities Act, and the new notes will not have transfer restrictions, registration rights or certain rights to additional interest that the old notes have. The new notes will represent the same debt as the corresponding old notes, and will be issued under the same indenture as the old notes.

      The new notes will be issued in fully registered form, without coupons, only in minimum denominations of $2,000, increased in multiples of $1,000. Interest on the new notes issued in exchange for the Category A old notes will accrue from the last interest payment date on which interest was paid on such old notes or, if no interest has been paid on such old notes, from May 31, 2006. Interest on the new notes issued in exchange for Category B old notes will accrue from the last interest payment date on which interest was paid on such old notes. Notwithstanding the foregoing, if new notes are issued in exchange for old notes between a record date for the payment of interest on the notes and the interest payment date following such record date, interest on the new notes will begin to accrue from such interest payment date. Interest will be payable semiannually, in arrears, on the interest payment dates set forth in the table below, to the persons in whose names the notes are registered at the close of business on the interest payment record dates set forth below preceding the respective interest payment dates, except that interest payable at maturity of the notes shall be paid to the same persons to whom principal of the notes is payable. Interest will be computed on the notes on the basis of a 360-day year of twelve 30-day months. The notes are redeemable at the option of RAI as described under “— Optional Redemption.” The notes will not be subject to any sinking fund.

	Maximum
	Aggregate		Maturity	Annual Interest	Annual Interest
New Notes	Principal Amount		Date	Payment Record Dates	Payment Dates
6.500% Senior Secured Notes due 2007	$	236,449,000	June 1, 2007	May 15 and November 15	June 1 and December 1
7.875% Senior Secured Notes due 2009	$	185,731,000	May 15, 2009	May 1 and November 1	May 15 and November 15
6.500% Senior Secured Notes due 2010	$	299,265,000	July 15, 2010	January 1 and July 1	January 15 and July 15
7.250% Senior Secured Notes due 2012	$	367,927,000	June 1, 2012	May 15 and November 15	June 1 and December 1
7.250% Senior Secured Notes due 2013	$	625,000,000	June 1, 2013	May 15 and November 15	June 1 and December 1
7.300% Senior Secured Notes due 2015	$	199,445,000	July 15, 2015	January 1 and July 1	January 15 and July 15
7.625% Senior Secured Notes due 2016	$	775,000,000	June 1, 2016	May 15 and November 15	June 1 and December 1
7.750% Senior Secured Notes due 2018	$	250,000,000	June 1, 2018	May 15 and November 15	June 1 and December 1

      The new notes will be issued under the 2006 indenture. The following summary highlights selected provisions of the 2006 indenture (which includes the guarantees) and the new notes and may not contain all the information that is important to you. For a complete description of the 2006 indenture and the new notes, you should read carefully all of their provisions. A copy of the foregoing is available upon request to the Office of the Secretary, Reynolds American Inc., P.O. Box 2990, Winston-Salem, North Carolina 27102-2990. In addition, this summary is qualified in its entirety by reference to the Trust Indenture Act.

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      Certain capitalized terms used in this section are defined below under “— Certain Definitions.”

      The 2006 indenture does not limit the aggregate principal amount of debt securities that may be issued thereunder and provides that debt securities may be issued thereunder from time to time in one or more additional series. The notes and any additional notes subsequently issued thereunder will rank equally with each other and will be treated as a single class for certain purposes under the 2006 indenture, including with respect to amendments of the 2006 indenture and defaults affecting all series of notes issued under the 2006 indenture. The 2006 indenture contains covenants that:

•  restrict the ability of RAI and certain of its subsidiaries to:

•  mortgage or pledge certain of their assets to secure indebtedness;

•  engage in sale and leaseback transactions; or

•  consolidate, merge or transfer all or substantially all of their property and assets; and

•  prohibit RJR, at any time in the future that it does not guarantee the obligations of RAI under the notes, from creating, incurring, issuing, assuming, guaranteeing or otherwise becoming directly or indirectly liable, contingently or otherwise, with respect to any indebtedness to persons other than RAI or any of the guarantors (excluding accounts payable), other than securities issued under the 2006 indenture, including the notes, the RJR notes and RAI’s credit facilities.

      The 2006 indenture does not contain any cross-default or cross-acceleration provisions, and does not limit the ability of RAI or any of its subsidiaries (other than RJR, as described above) to incur additional indebtedness.

The Guarantees

      Certain of RAI’s direct and indirect subsidiaries — Conwood Company, Conwood Holdings, Conwood Sales Co., FHS, GMB, Lane, RJR Acquisition, RJR Packaging, GPI, RJR Tobacco Co., RJR Tobacco, RJR, Rosswil, Santa Fe and Scott Tobacco (collectively referred to as the guarantors) — will unconditionally guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the new notes on an unsubordinated basis. All of the entities that guarantee RAI’s obligations under its credit facilities guarantee the obligations of RAI under the notes. RJR, RJR Packaging, GPI and Scott Tobacco became guarantors of the old notes on September 30, 2006. In addition, at the time of issuance of the old notes, Conwood Company and Conwood Sales Co. were limited partnerships. Each of these entities converted to a limited liability company effective August 11, 2006.

      If a guarantor of the notes ceases to be a guarantor under RAI’s credit facilities for any reason, such guarantor will be deemed released from all its obligations under the 2006 indenture and its guarantee of the notes issued thereunder will terminate. In addition, if the lenders under RAI’s credit facilities release the security interest in the assets of a guarantor (whether prior to or following a termination of the guarantee), any collateral pledged by such guarantor to secure the notes and its guarantee of the notes will automatically be released. RAI’s credit facilities do not provide for any automatic release of the guarantees of RAI’s obligations thereunder.

      The 2006 indenture provides that the obligations of each guarantor are limited to the maximum amount that, after giving effect to all other contingent and fixed liabilities of such guarantor (including, without limitation, any guarantees under the credit facilities) and after giving effect to any collections from or payments made by or on behalf of any other guarantor in respect of the obligations of such other guarantor under its guarantee or pursuant to its contribution obligations under the 2006 indenture, would cause the obligations of such guarantor under its guarantee not to constitute a fraudulent conveyance or fraudulent transfer under federal or state law.

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Security for the New Notes and the Guarantees

      Upon issuance, the new notes will be secured by certain assets of RAI and certain of the guarantors pursuant to the security documents discussed below.

      Stock of RJR Tobacco. The stock of RJR Tobacco owned by RJR will be pledged to the collateral agent under the credit facilities to secure the new notes. No shares of stock or any other equity interest of any other guarantor of the notes will be pledged to the collateral agent under the credit facilities to secure the new notes.

      Principal property. Upon issuance, the new notes will be secured by all Principal Property (as defined below under “— Certain Definitions”) of RAI and the guarantors other than, pursuant to the terms of the 2006 indenture, any property owned by Santa Fe or Lane. In addition, because Scott Tobacco has not pledged its Principal Property to secure its obligations under RAI’s credit facilities, its Principal Property has not been pledged to secure its obligations under the notes.

      RAI and the guarantors, including Santa Fe, Lane and Scott Tobacco, have pledged substantially all their assets to secure their obligations under RAI’s credit facilities. However, these entities will pledge only a portion of their assets to secure the new notes. The assets pledged to secure their obligations under RAI’s credit facilities that will not be pledged to secure the obligations under the new notes include, among other assets:

•  stock, indebtedness and other obligations of subsidiaries held by or owing to RAI or a RAI subsidiary (other than the stock, indebtedness or other obligations of RJR Tobacco, which will be pledged to secure the new notes);

•  intellectual property;

•  inventory;

•  cash; and

•  accounts receivable.

The stock, indebtedness and other obligations of subsidiaries held by or owing to RAI or a RAI subsidiary (other than the stock, indebtedness or other obligations of RJR Tobacco, which will be pledged to secure the new notes) have not been and will not be pledged to secure obligations under the notes.

      The 2006 indenture provides that, except as discussed under “— Covenants — Restrictions on Liens,” if RAI or any of its Restricted Subsidiaries, as defined below, mortgage or pledge as security for any indebtedness any Principal Property of RAI or such Restricted Subsidiary, then RAI will secure or cause such Restricted Subsidiary to secure the notes equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured.

      Further, the 2006 indenture provides that if RAI and its Restricted Subsidiaries mortgage or pledge as security for any public bonds or notes any shares of stock, indebtedness or other obligation of a subsidiary other than RJR Tobacco held by or owed to any of RAI or such Restricted Subsidiary, then RAI will secure or cause such Restricted Subsidiary to secure the notes equally and ratably with all public bonds or notes secured by such mortgage or pledge, so long as such public bonds or notes shall be so secured. At such time as the assets described above are no longer pledged to secure public bonds or notes, as the case may be, of RAI other than the notes, such assets automatically will be released as collateral for the notes. RAI and the guarantors have pledged substantially all of their assets to secure their respective obligations under RAI’s credit facilities and thus, with the exception of Santa Fe, Lane and Scott Tobacco, will also pledge their Principal Property to secure their respective obligations under the 2006 indenture.

      Currently, RAI has no subordinated debt. Therefore, all of its debt, including its guarantee obligations with respect to the RJR notes, is senior debt. As of June 30, 2006, RAI had approximately $2.407 billion in senior debt (not including the notes, but including RAI’s guarantee obligations with respect to the RJR notes) that would be pari passu in right of payment with the notes.

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      As of the date of this prospectus, the minimum investment grade rating of S&P is BBB- and of Moody’s is Baa3. At such time as RAI has repaid the term loan in full and has obtained a corporate rating of investment grade from each of S&P and Moody’s (with not worse than stable outlooks), the security granted to secure the obligations under the credit facilities will automatically be released and, under the terms of the 2006 indenture, the collateral securing the notes will be released. Thereafter, at such time as RAI receives a corporate rating at least one level below investment grade from both S&P and Moody’s, or a corporate rating at least two levels below investment grade from either of S&P or Moody’s, RAI and the guarantors are required to repledge the security granted to secure the obligations under the credit facilities and thus repledge the collateral described above to secure their obligations with respect to the notes. In addition, whether or not there is any change in RAI’s corporate rating, the lenders under RAI’s credit facilities have the right, at any time, in their sole discretion, to instruct the collateral agent to release all or any portion of the security for both the credit facilities and the notes without obtaining any consent or approval from any holders of the notes.

Documents Creating the Security Interests; Exercise of Remedies

Description of the Security Documents

      The assets described above which secure the obligations of RAI and the guarantors under RAI’s credit facilities and the notes and the guarantees of the notes, are pledged under the terms of security documents in favor of the collateral agent under RAI’s credit facilities. These documents grant, in favor of the collateral agent and for the express benefit of the lenders under RAI’s credit facilities and the notes, a security interest in each of the categories of assets described above with respect to the credit facilities and the notes. The collateral agent, pursuant to the terms of the security documents, acts as agent for the lenders under RAI’s credit facilities and acts as agent for the holding and liquidation of rights in the assets pledged to secure RAI’s credit facilities and the notes.

No Ability to Declare a Cross-Default Under the 2006 Indenture

      Upon a default occurring under the 2006 indenture, the lenders under RAI’s credit facilities also may declare a default under the credit facilities.

      Upon a default under RAI’s credit facilities, the lenders thereunder may require the collateral agent to pursue the remedies set forth in the security documents. However, a default under RAI’s credit facilities does not cause a default under the 2006 indenture, or give the noteholders thereunder a right to accelerate such debt.

Enforcement of Remedies Following a Default Under the 2006 indenture

      Upon a default under the notes issued under the 2006 indenture, the holders thereof may only seek enforcement of the remedies set forth in the security documents if the lenders under the credit facilities have required the collateral agent to take action against the collateral following a default under the credit facilities, unless a payment default with respect to at least $300 million of the principal amount of indebtedness under the 2006 indenture occurs and continues in existence for at least 180 days, following which the holders of such indebtedness can direct the collateral agent to enforce the remedies under the security documents, independent of a default under the credit facilities; provided that, following the initiation of such enforcement, the required lenders under the credit facilities may direct the collateral agent as to the enforcement process, and the collateral agent shall comply with such directions (without any opportunity for consent or direction from the holders of the notes), so long as such directions are not contrary to the directions of the holders of the notes.

Ranking

      The new notes will be the senior secured obligations of RAI, and the guarantees will be the senior secured obligations of each guarantor (except in each case those obligations preferred by operation of law).

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While Secured

      The new notes will be the direct, senior secured obligations of RAI and will rank equally in right of payment with RAI’s existing and future senior obligations and, while secured, equally in right of security and priority with RAI’s existing and future senior obligations that are secured by the same assets. As of June 30, 2006, not including RAI’s guarantee of the RJR notes, RAI had senior obligations of $5.185 billion (including current liabilities and intercompany obligations). Of these obligations, $1.575 billion are secured by a first priority security interest in substantially all the assets of RAI; the notes, in the aggregate principal amount of $2.939 billion, are secured by a first priority security interest in only a portion of these same assets; and $671 million are unsecured. In addition, as of June 30, 2006, RAI had obligations of $161 million related to its guarantee of RJR’s obligations under the RJR notes.

      The new notes will rank senior to any existing and future obligations from time to time of RAI that are, by their terms, expressly subordinated in right of payment to the notes. As of June 30, 2006, RAI had no subordinated obligations.

      RAI’s obligations under the new notes will be structurally subordinated to the obligations of any non-guarantor subsidiaries of RAI. As of June 30, 2006, RAI’s non-guarantor subsidiaries had obligations of $98 million.

      RAI’s obligations under the new notes will be effectively subordinated to RAI’s obligations under its credit facilities and any future obligations of RAI to the extent of the value of those assets securing the credit facilities and such future obligations that do not also secure the notes. As of June 30, 2006, RAI had $1.575 billion of indebtedness (consisting of borrowings and letters of credit issued under RAI’s credit facilities) secured by substantially all the assets of RAI. Only a portion of these same assets secures the notes in the aggregate principal amount of $2.939 billion. In addition, as of June 30, 2006, RAI had $525 million of availability under its revolver, all of which, if borrowed, would be secured by substantially all the assets of RAI.

      The guarantees related to the new notes will be senior secured obligations of the guarantors and will rank equally in right of payment with the existing and future senior obligations of the guarantors and, while secured, equally in right of security and priority with the guarantors’ other existing and future senior obligations that are secured by the same assets. As of June 30, 2006 (after giving effect to certain transactions that occurred effective September 30, 2006, relating to intercompany obligations that existed on June 30, 2006), the guarantors had senior obligations of $11.823 billion (including the RJR notes, tobacco settlement and related accruals and current liabilities and intercompany obligations). Of these obligations, $1.575 billion are secured by a first priority security interest in substantially all the assets of the guarantors; the notes, in the aggregate principal amount of $2.939 billion, are secured by a first priority security interest in only a portion of these same assets of the guarantors; and $7.309 billion are unsecured.

      The guarantors’ obligations related to the new notes will rank senior to any existing and future subordinated obligations from time to time of the guarantors that are, by their terms, expressly subordinated in right of payment to the notes. As of June 30, 2006, the guarantors did not have any obligations that were subordinated to their guarantees of the notes.

      The guarantors’ obligations related to the new notes will be structurally subordinated to all of the obligations of any non-guarantor subsidiaries of the guarantors. As of June 30, 2006, the guarantors’ non-guarantor subsidiaries had obligations of $98 million.

      The guarantors’ obligations related to the new notes will be effectively subordinated to their guarantees of RAI’s current and future obligations under the credit facilities and any future additional obligations of RAI to the extent of the value of those assets securing the guarantee of the credit facilities and such other future obligations that do not also secure the guarantee of the notes. As of June 30, 2006, the guarantors had $1.575 billion of indebtedness (consisting of their guarantees of borrowings and letters of credit issued under RAI’s credit facilities) secured by substantially all their assets. Only a portion of these same assets secures the notes and related guarantees in the aggregate principal amount of

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$2.939 billion. In addition, as of June 30, 2006, RAI had $525 million of availability under its revolver, all of which, if borrowed, would be secured by substantially all the assets of the guarantors.

      If any secured obligation is accelerated, the lenders under that secured obligation will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to the terms of the agreement securing that obligation. The ability of holders of the notes to exercise remedies is limited as discussed above. To the extent of those assets that secure the obligations under the notes and credit facilities, the proceeds of such security, upon liquidation, will be shared equally and ratably among the holders of such secured obligations (subject, in the case of the holders of the notes, to the limitations on enforcement of remedies contained in the security documents and described under “— Documents Creating the Security Interests; Exercise of Remedies”). With respect to the exercise of remedies by the lenders under RAI’s credit facilities, those assets of RAI and the guarantors that secure the obligations under the credit facilities, but not the notes and the proceeds thereof, will, upon any liquidation thereof, be unavailable to the holders of such notes.

While Unsecured

      Upon any release of the collateral securing the obligations of RAI and the guarantors under the notes and guarantees and any other indebtedness of RAI secured by such collateral, the notes will be unsecured obligations of RAI and the guarantees will be unsecured obligations of the relevant guarantor, and such obligations will rank equally in right of payment with all other existing and future unsubordinated, unsecured obligations of RAI and such guarantor, respectively (except those obligations preferred by operation of law).

Same-Day Settlement and Payment

      The new notes will trade in the same-day funds settlement system of DTC until maturity or until RAI issues the notes in definitive form. DTC will therefore require secondary market trading activity in the notes to settle in immediately available funds. RAI can give no assurance as to the effect, if any, of settlement in immediately available funds on trading activity in the notes.

Optional Redemption

      The new notes will be redeemable, in whole at any time or in part from time to time, at the option of RAI, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on the notes discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date, plus the following amounts:

	Optional Redemption
Notes	Spread (In Basis Points)
6.500% Senior Secured Notes due June 1, 2007		25
7.875% Senior Secured Notes due May 15, 2009		37.5
6.500% Senior Secured Notes due July 15, 2010		50
7.250% Senior Secured Notes due June 1, 2012		30
7.250% Senior Secured Notes due June 1, 2013		50
7.300% Senior Secured Notes due July 15, 2015		50
7.625% Senior Secured Notes due June 1, 2016		50
7.750% Senior Secured Notes due June 1, 2018		50

      “Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediate preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication that is published weekly by the

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Board of Governors of the Federal Reserve System and that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date.

      “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

      “Independent Investment Banker” means any of Lehman Brothers Securities Inc., J.P. Morgan Securities Inc. or Citigroup Global Markets Inc. or, if all such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee after consultation with RAI.

      “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

      “Reference Treasury Dealer” means (1) Lehman Brothers Securities Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. and their respective successors; provided, however, that if either of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), RAI will substitute for such firm another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with RAI.

      “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

      Holders of notes to be redeemed will receive notice thereof by first-class mail at least 30 and not more than 60 days prior to the date fixed for redemption. If fewer than all of the notes are to be redeemed, the trustee will select, not more than 60 days prior to the redemption date, the particular notes or portions thereof for redemption from the outstanding and not previously called notes by such method as the trustee deems fair and appropriate.

Covenants

      The following restrictions will apply to the new notes.

Restrictions on Liens

      The 2006 indenture provides that RAI will not, and will not permit any Restricted Subsidiary to:

•  mortgage or pledge as security for any indebtedness any Principal Property of RAI or a Restricted Subsidiary, whether such Principal Property is owned at the date of the 2006 indenture or

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	thereafter acquired, unless RAI secures or causes such Restricted Subsidiary to secure the new notes equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured;
•	mortgage or pledge as security for any indebtedness any shares of stock, indebtedness or other obligations of RJR Tobacco, unless RAI pledges or secures or causes such Restricted Subsidiary to pledge or secure (1) such shares of stock, indebtedness or other obligations of RJR Tobacco to RAI equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured, and assign RAI’s security interest in such assets to the collateral agent to secure the new notes equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured, or (2) the new notes equally and ratably with all indebtedness secured with such mortgage or pledge, so long as such indebtedness shall be so secured; or
•	mortgage or pledge as security for any public bonds or notes any shares of stock, indebtedness or other obligations of a subsidiary (other than that of RJR Tobacco) held by or owed to any of RAI or such Restricted Subsidiary, whether such shares of stock, indebtedness or other obligations are owned at the date of the 2006 indenture or thereafter acquired, unless RAI secures or causes such Restricted Subsidiary to secure the new notes equally and ratably with all such public bonds or notes secured by such mortgage or pledge, so long as such public bonds or notes shall be so secured.

      These covenants regarding liens do not apply in the case of:

•  the creation of any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property acquired after the date of the 2006 indenture (including acquisitions by way of merger or consolidation) by RAI or a Restricted Subsidiary contemporaneously with such acquisition, or within 120 days thereafter, to secure or provide for the payment or financing of any part of the purchase price thereof, or the assumption of any mortgage, pledge or other lien upon any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property acquired after the date of the 2006 indenture existing at the time of such acquisition, or the acquisition of any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property subject to any mortgage, pledge or other lien without the assumption thereof; provided, that every such mortgage, pledge or lien referred to in this clause shall attach only to the shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property so acquired and fixed improvements thereon;

•  any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property existing at the date of the 2006 indenture;

•  any mortgage, pledge or other lien on any shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property in favor of RAI or any Restricted Subsidiary;

•  any mortgage, pledge or other lien on Principal Property being constructed or improved securing loans to finance such construction or improvements;

•  any mortgage, pledge or other lien on shares of stock, indebtedness or other obligations of a subsidiary or any Principal Property incurred in connection with the issuance of tax exempt governmental obligations; and

•  any renewal of or substitution for any mortgage, pledge or other lien permitted by any of the preceding clauses; provided, that in the case of a mortgage, pledge or other lien permitted under the second, third or fifth clauses above, the debt secured is not increased nor the lien extended to any additional assets.

      Notwithstanding the foregoing, RAI or any Restricted Subsidiary may create or assume liens in addition to the permitted liens described above, and renew, extend or replace such liens; provided, that at

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the time of such creation, assumption, renewal, extension or replacement, and after giving effect thereto, Exempted Debt, as defined below, does not exceed 10% of Consolidated Net Worth, as defined below.

Restrictions on Sale and Lease-Back Transactions

      The 2006 indenture provides that RAI will not, and will not permit any Restricted Subsidiary to, sell or transfer, directly or indirectly, except to RAI or a Restricted Subsidiary, any Principal Property as an entirety, or any substantial portion thereof, with the intention of taking back a lease of such property, except a lease for a period of three years or less at the end of which it is intended that the use of such property by the lessee will be discontinued; provided, that RAI or any Restricted Subsidiary may sell any such Principal Property and lease it back for a longer period if:

      (a) RAI or such Restricted Subsidiary would be entitled, pursuant to the provisions of the 2006 indenture described above under “— Restrictions on Liens,” to create a mortgage on the property to be leased securing Funded Debt in an amount equal to the Attributable Debt with respect to such sale and lease-back transaction without equally and ratably securing the outstanding debt securities issued under the 2006 indenture; or

      (b) (1) RAI promptly informs the trustee of such transaction,

      (2) the net proceeds of such transaction are at least equal to the fair value (as determined by resolution of the board of directors of RAI) of such property, and

      (3) RAI causes an amount equal to the net proceeds of the sale to be applied to the retirement, within 120 days after receipt of such proceeds, of Funded Debt, as defined below, incurred or assumed by RAI or a Restricted Subsidiary (including the debt securities);

provided, further, that in lieu of applying all of or any part of such net proceeds to such retirement, RAI may, within 75 days after such sale, deliver or cause to be delivered to the applicable trustee for cancellation either debentures or notes evidencing Funded Debt of RAI (which may include the outstanding debt securities) or of a Restricted Subsidiary previously authenticated and delivered by the applicable trustee, and not theretofore tendered for sinking fund purposes or called for a sinking fund or otherwise applied as a credit against an obligation to redeem or retire such notes or debentures. If RAI so delivers debentures or notes to the applicable trustee with an Officers’ Certificate, the amount of cash which RAI will be required to apply to the retirement of Funded Debt will be reduced by an amount equal to the aggregate of the then applicable optional redemption prices (not including any optional sinking fund redemption prices) of such debentures or notes, or if there are no such redemption prices, the principal amount of such debentures or notes; provided, that in the case of debentures or notes which provide for an amount less than the principal amount thereof to be due and payable upon a declaration of the maturity thereof, such amount of cash shall be reduced by the amount of principal of such debentures or notes that would be due and payable as of the date of such application upon a declaration of acceleration of the maturity thereof pursuant to the terms of the indenture pursuant to which such debentures or notes were issued.

      Notwithstanding the foregoing, RAI or any Restricted Subsidiary may enter into sale and lease-back transactions in addition to those permitted in the foregoing paragraph and without any obligation to retire any outstanding debt securities or other Funded Debt; provided, that at the time of entering into such sale and lease-back transactions and after giving effect thereto, Exempted Debt does not exceed 10% of Consolidated Net Worth.

Restrictions on Incurrence of Indebtedness by RJR

      The 2006 indenture prohibits RJR, at any time in the future that it does not guarantee the obligations of RAI under the notes, from creating, incurring, issuing, assuming, guaranteeing or otherwise becoming directly or indirectly liable, contingently or otherwise, with respect to any indebtedness to persons other than RAI or any of the guarantors (excluding accounts payable) other than the notes, the RJR notes, other notes issued pursuant to the 2006 indenture and RAI’s credit facilities.

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Restrictions on Mergers and Sales of Assets

      Nothing contained in the 2006 indenture or in the notes will prevent any consolidation or merger of RAI into any other corporation or corporations (whether or not affiliated with RAI), or successive consolidations or mergers to which RAI or its successor will be a party, or will prevent any sale, lease or conveyance of the property of RAI, as an entirety or substantially as an entirety; provided, that upon any such consolidation, merger, sale, lease or conveyance to which RAI is a party and in which RAI is not the surviving corporation, the due and punctual performance and observance of all of the covenants and conditions of the 2006 indenture to be performed or observed by RAI and the due and punctual payment of the principal of and interest on all of the debt securities and the guarantees, according to their tenor, shall be expressly assumed by supplemental indenture satisfactory in form to the trustee, executed and delivered to the trustee, by the corporation formed by such consolidation, or into which RAI shall have been merged, or which shall have acquired such property.

      The 2006 indenture does not contain provisions which would afford the holders of notes protection in the event of a decline in RAI’s credit quality resulting from a change of control transaction, a highly leveraged transaction or other similar transactions involving RAI or any of the Restricted Subsidiaries.

Events of Default

      An event of default with respect to any series of the notes is defined under the 2006 indenture in relevant part as being:

•  default in payment of any principal of such series when the same shall become due and payable, either at maturity, upon any redemption, by declaration or otherwise;

•  default for 30 days in payment of any interest on the notes of such series;

•  default for 90 days after written notice in the observance or performance of any other covenant or agreement in respect of the notes of such series;

•  certain events of bankruptcy, insolvency or reorganization;

•  any guarantee ceasing to be in full force and effect (except as contemplated by the terms of the 2006 indenture) or any guarantor denying or disaffirming in writing its obligations under the 2006 indenture or its guarantee; and

•  at any time as such security is required under the 2006 indenture, any security document ceasing to be in full force and effect or ceasing to give the collateral agent the liens or any of the material rights, powers and privileges purported to be created thereby in favor of the collateral agent and such default continuing unremedied for a period of at least 30 days after written notice to RAI by the collateral agent.

      The 2006 indenture provides that:

•  if an event of default due to the default in payment of principal of, premium, if any, or any interest on, the notes of any series or due to the default in the performance, or breach of any other covenant or warranty of RAI applicable to the notes of such series but not applicable to other outstanding notes issued under the 2006 indenture shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of the debt securities of each series affected by the default issued under the 2006 indenture then outstanding (voting as a single class) by notice in writing may then declare the principal of all debt securities of all such affected series and interest accrued thereon to be due and payable immediately; and

•  if an event of default due to a default in the performance of any of the other covenants or agreements in the 2006 indenture applicable to all outstanding debt securities or due to certain events of bankruptcy, insolvency and reorganization of RAI or any other event of default provided in a supplemental indenture or board resolution relating to the debt securities shall have occurred and be continuing, either the trustee or the holders of not less than 25% in principal amount of all

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debt securities issued under the 2006 indenture then outstanding (treated as one class) by notice in writing may declare the principal of all such debt securities and interest accrued thereon to be due and payable immediately,

but upon certain conditions such declarations may be annulled and past defaults may be waived (except a continuing default in payment of principal of, premium, if any, or any interest on such debt securities) by the holders of a majority in principal amount of the debt securities of all affected series then outstanding.

      The 2006 indenture contains a provision entitling the trustee, subject to the duty of the trustee during a default to act with the required standard of care, to be indemnified by the holders of debt securities before proceeding to exercise any right or power under the 2006 indenture at the request of such holders. Subject to such provisions in the 2006 indenture for the indemnification of the trustee and certain other limitations, the holders of a majority in aggregate principal amount of the debt securities of each affected series then outstanding (with each such series voting as a separate class) may direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee.

      The 2006 indenture provides that no holder of notes may institute any action against RAI under the 2006 indenture (except actions for payment of overdue principal or interest) unless such holder previously shall have given to the trustee written notice of default and continuance thereof and unless the holders of not less than 25% in aggregate principal amount of the debt securities of each affected series then outstanding (treated as a single class) shall have requested the trustee to institute such action and shall have offered the trustee reasonable indemnity, the trustee shall not have instituted such action within 60 days of such request and the trustee shall not have received direction inconsistent with such written request by the holders of a majority in principal amount of the debt securities of each affected series (treated as one class). The 2006 indenture contains a covenant that RAI will file annually, not more than four months after the end of its fiscal year, with the trustee a certificate that no default existed or a certificate specifying any default that existed.

Modification of the 2006 Indenture

      The 2006 indenture provides that RAI, the guarantors (each when authorized by a board resolution) and the trustee may enter into supplemental indentures without the consent of the holders of notes to:

•  add security in respect of notes;

•  evidence the assumption by a successor corporation of the obligations of RAI and the guarantors;

•  add covenants for the protection of the holders of the notes or to add events of default;

•  cure any ambiguity or correct any inconsistency in the 2006 indenture or to make other changes not materially adverse to the interest of holders of the debt securities;

•  establish the forms or terms of additional series of debt securities;

•  provide for uncertificated debt securities;

•  evidence the acceptance of appointment by a successor trustee;

•  add an additional guarantor; or

•  comply with the Trust Indenture Act.

      The 2006 indenture also contains provisions permitting RAI, the guarantors (each when authorized by a board resolution) and the trustee, with the consent of the holders of not less than a majority in aggregate principal amount of debt securities of all series then outstanding and affected (voting as one class), to add any provisions to, or change in any manner or eliminate any of the provisions of, the 2006 indenture or modify in any manner the rights of the holders of the debt securities of each series so affected; provided,

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that RAI and the trustee may not, without the consent of the holder of each outstanding debt security affected thereby:

•  extend the final maturity of any debt security, or reduce the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon, or reduce any amount payable on the redemption thereof or change the currency in which the principal thereof, premium, if any (including any amount in respect of original issue discount), or any interest thereon is payable, or reduce the amount of the principal of any original issue discount security payable upon acceleration or provable in bankruptcy, or alter certain provisions of the 2006 indenture relating to debt securities issued thereunder not denominated in U.S. dollars or impair the right to institute suit for the enforcement of any payment on any debt security when due or any right of repayment at the option of the holder of a debt security; or

•  reduce the aforesaid percentage in principal amount of debt securities of any series, the consent of the holders of which is required for any such modification.

Transfer and Exchange

      A holder may transfer or exchange debt securities in accordance with the 2006 indenture. Upon any transfer or exchange, the registrar and the trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents, and RAI may require a holder to pay any taxes required by law or permitted by the 2006 indenture, including any transfer tax or other similar governmental charge payable in connection therewith. RAI is not required to transfer or exchange any note selected for redemption or to transfer or exchange any note for a period of 15 days prior to a selection of debt securities to be redeemed. The debt securities will be issued in registered form and the registered holder of a note will be treated as the owner of such note for all purposes.

Defeasance

      The 2006 indenture provides with respect to each series of notes that RAI and the guarantors, as applicable, may elect:

•  to be released from any and all obligations (except for the obligations to register the transfer or exchange of the debt securities of such series and RAI’s rights of optional redemption, if any, to replace mutilated, destroyed, lost or stolen debt securities of such series, rights of holders of debt securities to receive payments of principal thereof, premium, if any, and interest thereon, upon the original stated due dates therefor (but not upon acceleration), to maintain an office or agency in respect of the debt securities of such series and to hold moneys for payment in trust) with respect to debt securities of any series for which the exact amount of principal and interest due can be determined at the time of the deposit with the trustee as described below and all the debt securities of such series are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the trustee for the giving of notice of redemption (the foregoing referred to as one-year defeasance);

•  to defease and be discharged from any and all obligations with respect to the debt securities of such series on the 91st day after the deposit with the trustee as described below (except for the obligations set forth as exceptions in the preceding clause) (the foregoing referred to as legal defeasance); or

•  to be released from their obligations with respect to the debt securities of such series (except for the obligations set forth as exceptions in the first clause and the obligations to compensate and indemnify the trustee, to appoint a successor trustee, to repay certain moneys held by the paying agent and to return certain unclaimed moneys held by the trustee and to comply with the Trust Indenture Act) (the foregoing referred to as covenant defeasance),

upon the deposit with the trustee, in trust for such purpose, of cash or, in the case of debt securities payable in U.S. dollars, U.S. Government Obligations which through the payment of principal and interest

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in accordance with their terms will insure the availability of monies sufficient, or a combination thereof, sufficient in the opinion of a nationally recognized firm of independent accountants, to pay the principal of, premium, if any, and any interest on the debt securities of such series, and any mandatory sinking fund thereon, on the due date thereof. Such a trust may (except with respect to one-year defeasance or to the extent the terms of the debt securities of such series otherwise provide) only be established, if among other things, RAI has delivered to the trustee an opinion of counsel that the holders of the debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of such legal defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such legal defeasance or covenant defeasance had not occurred. Such opinion, in the case of legal defeasance under the second clause above, must (except to the extent the terms of the debt securities of the relevant series otherwise provide) refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the 2006 indenture. If RAI exercises its legal defeasance or covenant defeasance option, the guarantees in effect at such time will terminate.

Book-Entry System; Delivery and Form

General

      New notes of each series will be in book-entry form and will be represented by one or more permanent global certificates in fully registered form without interest coupons, which we refer to as the Global Notes, and will be deposited with the trustee as custodian for DTC and registered in the name of Cede & Co. as nominee of DTC or another nominee designated by DTC (such nominee referred to as a Global Note Holder).

      Beneficial interests in the Global Notes may not be exchanged for Certificated Notes (as defined below) except in the circumstances described below.

      DTC is a limited-purpose trust company that was created to hold securities for its participating organizations, including Euroclear and Clearstream, Luxembourg (referred to herein, collectively, as the Participants or the Depositary’s Participants), and to facilitate the clearance and settlement of transactions in these securities between Participants through electronic book-entry changes in accounts of its Participants. The Depositary’s Participants include securities brokers and dealers (including the initial purchasers), banks and trust companies, clearing corporations and certain other organizations. Access to DTC’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, referred to as the Indirect Participants or the Depositary’s Indirect Participants) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Depositary’s Participants or the Depositary’s Indirect Participants. Pursuant to procedures established by DTC, ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the interests of the Depositary’s Participants) and the records of the Depositary’s Participants (with respect to the interests of the Depositary’s Indirect Participants).

      The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer the notes will be limited to such extent.

      So long as the Global Note Holder is the registered owner of any notes, the Global Note Holder will be considered the sole holder of outstanding notes represented by such Global Notes under the 2006 indenture. Except as provided below, owners of notes will not be entitled to have the notes registered in their names and will not be considered the owners or holders thereof under the 2006 indenture for any purpose, including with respect to the giving of any directions, instructions, or approvals to the trustee thereunder. None of RAI or the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes held by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

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      Payments in respect of the principal of, premium, if any, and interest on any notes registered in the name of a Global Note Holder on the applicable record date will be payable by the trustee to or at the direction of such Global Note Holder in its capacity as the registered holder under the 2006 indenture. Under the terms of the 2006 indenture, RAI and the trustee may treat the persons in whose names any notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither RAI nor the trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of the notes (including principal, premium, if any, and interest). RAI believes, however, that it is currently the policy of DTC to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective beneficial interests in the relevant security as shown on the records of DTC. Payments by the Depositary’s Participants and the Depositary’s Indirect Participants to the beneficial owners of the notes will be governed by standing instructions and customary practice and will be the responsibility of the Depositary’s Participants or the Depositary’s Indirect Participants.

      Subject to certain conditions, any person having a beneficial interest in the Global Notes may, upon request to the trustee and confirmation of such beneficial interest by the depositary or its Participants or Indirect Participants, exchange such beneficial interest for notes in definitive form. Upon any such issuance, the trustee is required to register such notes in the name of and cause the same to be delivered to, such person or persons (or the nominee of any thereof). Such notes would be issued in fully registered form.

      If the depositary for the notes represented by a Global Note is at any time unwilling or unable to continue as depositary or ceases to be a clearing agency registered under the Exchange Act, and a successor depositary registered as a clearing agency under the Exchange Act is not appointed by us within 90 days, we will issue securities in definitive form in exchange for the Global Note that had been held by the depositary. In addition, the 2006 indenture permits RAI at any time and in RAI’s sole discretion to decide not to have the notes represented by one or more Global Notes. DTC has advised us that, under its current practices, it would notify its Participants of RAI’s request, but will only withdraw beneficial interest from the Global Notes at the request of each Participant. We would issue definitive certificates in exchange for any such interests withdrawn. Any notes issued in definitive form in exchange for the Global Notes will be registered in the name or names that the depositary gives to the trustee or other relevant agent of theirs or ours. It is expected that the depositary’s instructions will be based upon directions received by the depositary from Participants with respect to ownership of beneficial interests in the Global Note that had been held by the depositary.

      Neither RAI nor the trustee will be liable for any delay by the Global Note Holder or DTC in identifying the beneficial owners of the notes and RAI and the trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or DTC for all purposes.

Concerning the Trustee

      The Bank of New York Trust Company, N.A. is the trustee under the 2006 indenture and is serving as exchange agent for this exchange offer. The trustee served as exchange agent for the prior RJR exchange offer and it or its affiliates serve as trustee under the indentures related to the RJR notes, participate in RAI’s credit facilities and serve as transfer agent for the common stock of RAI. From time to time, RAI or RJR may enter into other relationships with the trustee or its affiliates.

Certain Definitions

      “Attributable Debt” means, when used in connection with a sale and lease-back transaction, at any date as of which the amount thereof is to be determined, the product of:

•  the net proceeds from such sale and lease-back transaction multiplied by

•  a fraction, the numerator of which is the number of full years of the term of the lease relating to the property involved in such sale and lease-back transaction (without regard to any options to

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renew or extend such term) remaining at the date of the making of such computation and the denominator of which is the number of full years of the term of such lease measured from the first day of such term.

      “Consolidated Net Worth” means, at any date of determination, the consolidated shareholders’ equity of RAI, as set forth on the then most recently available consolidated balance sheet of RAI and its consolidated Subsidiaries.

      “Exempted Debt” means the sum, without duplication, of the following items outstanding as of the date Exempted Debt is being determined:

•  indebtedness of RAI and the Restricted Subsidiaries incurred after the date of the 2006 indenture and secured by liens created, assumed or otherwise incurred or permitted to exist pursuant to the 2006 indenture described above under “— Covenants — Restrictions on Liens;” and

•  Attributable Debt of RAI and the Restricted Subsidiaries in respect of all sale and lease-back transactions with regard to any Principal Property entered into pursuant to the 2006 indenture described above under “— Covenants — Restrictions on Sale and Lease-Back Transactions.”

      “Funded Debt” means all indebtedness for money borrowed, including purchase money indebtedness, having a maturity of more than one year from the date of its creation or having a maturity of less than one year but by its terms being renewable or extendible, at the option of the obligor in respect thereof, beyond one year from its creation.

      “guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

•  to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep-well, to purchase assets, goods, securities or services, to take-or-pay, or to maintain financial statement conditions or otherwise); or

•  entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee” used as a verb has a corresponding meaning.

      “Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

      “Principal Property” means land, land improvements, buildings and associated factory and laboratory equipment owned or leased pursuant to a capital lease and used by RAI or a Restricted Subsidiary primarily for processing, producing, packaging or storing its products, raw materials, inventories, or other materials and supplies and located within the United States of America and having an acquisition cost plus capitalized improvements in excess of 2% of Consolidated Net Worth, as of the date of such determination, but not including any such property financed through the issuance of tax exempt governmental obligations, or any such property that has been determined by resolution of the Board of Directors of RAI not to be of material importance to the respective businesses conducted by RAI or such Restricted Subsidiary effective as of the date such resolution is adopted, provided, that “Principal Property” shall not include any property owned by Santa Fe or Lane.

      “Restricted Subsidiary” means (i) any Subsidiary (other than Lane or Santa Fe and their respective subsidiaries) organized and existing under the laws of the United States of America and the principal business of which is carried on within the United States of America, which owns or is a lessee pursuant to

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a capital lease of any Principal Property, and in which the investment of RAI and all its Subsidiaries exceeds 5% of Consolidated Net Worth as of the date of such determination other than:

•  each Subsidiary the major part of whose business consists of finance, banking, credit, leasing, insurance, financial services or other similar operations, or any combination thereof; and

•  each Subsidiary formed or acquired after the date of the 2006 indenture for the purpose of acquiring the business or assets of another person and which does not acquire all or any substantial part of the business or assets of RAI or any Restricted Subsidiary; and

      (ii) RJR and Conwood.

      However, the board of directors of RAI may declare any such Subsidiary to be a Restricted Subsidiary.

      “Subsidiary” means any corporation of which at least a majority of all outstanding stock having by the terms thereof ordinary voting power in the election of directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation has or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, owned by RAI, or by one or more Subsidiaries of RAI or by RAI and one or more Subsidiaries.

      “U.S. Government Obligations” means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at RAI’s option.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

      The following is a summary of the material U.S. federal income tax considerations relating to the exchange of old notes for new notes, and of the ownership and disposition of the new notes by holders that have held the old notes, and that will hold the new notes, as capital assets generally for investment purposes. This summary does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, and applicable tax regulations, rulings, and judicial decisions, all as in effect on the date hereof. These authorities may be changed, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. RAI has not sought any ruling from the Internal Revenue Service, or IRS, or an opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.

      This summary also does not address the tax considerations arising under the laws of any foreign, state, or local jurisdiction. In addition, this discussion does not address tax considerations applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, including, without limitation:

•  holders subject to the alternative minimum tax;

•  banks;

•  tax-exempt organizations;

•  insurance companies;

•  dealers in securities or currencies;

•  traders in securities or commodities or dealers in commodities that elect to use a mark-to-market method of accounting;

•  financial institutions;

•  holders whose “functional currency” is not the U.S. dollar; or

•  persons that will hold the new notes as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction.

      If a partnership holds new notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our new notes, you should consult your tax advisor.

      This summary of material U.S. federal income tax considerations is for general information only. You are urged to consult your tax advisor with respect to the application of U.S. federal income tax laws to your particular situation as well as any tax consequences arising under the U.S. federal estate or gift tax rules or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.

Exchange Offer

      The exchange of an old note for a new note pursuant to the exchange offer will not be taxable to the exchanging holder for U.S. federal income tax purposes. As a result, an exchanging holder:

•  will not recognize any gain or loss on the exchange;

•  will have a holding period for the new note that includes the holding period for the old note exchanged; and

•  will have an adjusted tax basis in the new note immediately after the exchange equal to its adjusted tax basis in the old note exchanged immediately prior to the exchange.

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      The exchange offer is not expected to result in any U.S. federal income tax consequences to a non-exchanging holder.

Ownership and Disposition of New Notes

Consequences to U.S. Holders

      The following is a summary of the U.S. federal tax consequences that will apply to the ownership and disposition of the new notes by you if you are a U.S. Holder of the notes. Certain consequences to “non-U.S. Holders” of the notes are described under “— Consequences to Non-U.S. Holders” below. “U.S. Holder” means a beneficial owner of a note that is:

•  a citizen or resident of the United States;

•  a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any political subdivision of the United States; or

•  a trust (1) if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (2) that has a valid election in effect under applicable regulations to be treated as a U.S. person.

      Payment of Interest. Stated interest on the new notes will generally be taxable to you as ordinary income at the time it is paid or at the time it accrues in accordance with your method of accounting for U.S. federal income tax purposes.

      Market Discount and Premium. If you acquired a new note at a price less than its stated principal amount, you would be treated for U.S. federal income tax purposes as having acquired the new note with market discount, subject to a de minimis exception. In the case of a new note having market discount, you will be required to treat any partial principal payment received on, and any gain recognized upon the sale or other disposition of, the new note as ordinary income to the extent of the market discount that accrued during your holding period for the new note, unless you elect to annually include market discount in gross income over time as the market discount accrues (on a ratable basis, or at your election, a constant yield basis). An election to include market discount in gross income as it accrues, once made, is irrevocable and will apply to all debt instruments with market discount acquired by you on or after the first day of the first taxable year to which the election applies. In addition, if you hold a new note with market discount, and you do not elect to accrue market discount into gross income over time, you may be required to defer the deduction of interest expense incurred or continued to purchase or carry the new note.

      If you acquired a new note for an amount in excess of its stated principal amount, you may elect to treat the excess as “amortizable bond premium.” In such case, the amount required to be included in your gross income each year with respect to interest on the new note generally will be reduced by the amount of amortizable bond premium allocable (based on the new note’s yield to maturity) to that year. Any election to amortize bond premium will apply to all new notes held by you at the beginning of the first taxable year to which the election applies or thereafter acquired by you and is irrevocable without the consent of the IRS.

      Sale, Exchange or Disposition of New Notes. You generally will recognize gain or loss upon the sale, exchange, redemption, retirement or other taxable disposition of a new note equal to the difference between the amount realized upon the sale, exchange, redemption, retirement or other taxable disposition (less an amount attributable to any accrued stated interest not previously included in income, which will be taxable as interest income) and your adjusted tax basis in the new note. Your adjusted tax basis in a new note will generally equal the amount you paid for the new note, increased by any market discount previously included in gross income and reduced by any amortizable bond premium previously deducted by you in respect of the new note. Any gain or loss recognized on a disposition of the new note will be capital

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gain or loss and will be long-term capital gain or loss if your holding period for the new note is more than one year. The ability to deduct capital losses is subject to limitation under U.S. federal income tax laws.

      Information Reporting and Backup Withholding. In general, information reporting requirements will apply to certain payments of principal and interest on the new notes and the proceeds of sale of a new note unless you are an exempt recipient (such as a corporation). A backup withholding tax at the rate of 28% will apply to such payments if you fail to provide your taxpayer identification number or certification of exempt status or have been notified by the IRS that you are subject to backup withholding.

      Any amounts withheld under the backup withholding rules will generally be allowed as a refund or a credit against your U.S. federal income tax liability provided the required information is furnished to the IRS.

Consequences to Non-U.S. Holders

      The following is a summary of the U.S. federal income tax consequences that will apply to you if you are a non-U.S. Holder of new notes. The term “non-U.S. Holder” means a beneficial owner of a note that is not a U.S. Holder. Special rules may apply to certain non-U.S. Holders such as “controlled foreign corporations” and “passive foreign investment companies.” Such entities should consult their own tax advisors to determine the U.S. federal, state, local and other tax consequences that may be relevant to them.

      Payment of Interest. The U.S. federal withholding tax will not apply to any payment to you of interest on a new note because of the “portfolio interest exemption” provided that:

•  you do not actually or constructively own 10% or more of the total combined voting power of all classes of our stock that are entitled to vote;

•  you are not a controlled foreign corporation that is related to us through stock ownership; and

•  you provide to us your name and address, and certify, under penalties of perjury, that you are not a U.S. person (which certification may be made on an IRS Form W-8BEN); or a securities clearing organization, bank, or other financial institution that holds customers’ securities in the ordinary course of its business and that holds the new note on your behalf certifies, under penalties of perjury, that it has received IRS Form W-8BEN from you or from another qualifying financial institution intermediary, and provides a copy of the IRS Form W-8BEN.

      If you hold your new notes through certain foreign intermediaries or certain foreign partnerships, such foreign intermediaries or partnerships must also satisfy the certification requirements of applicable regulations.

      If you are engaged in a trade or business in the United States and interest on a new note is effectively connected with the conduct of that trade or business, you will be exempt from withholding tax if you provide us with a properly executed IRS Form W-8ECI, but you will be required to pay U.S. federal income tax on that interest on a net income basis in the same manner as if you were a U.S. person as defined under the Internal Revenue Code. In addition, if you are a foreign corporation, you may be subject to a branch profits tax equal to 30% (or lower applicable treaty rate) of your earnings and profits for the taxable year, subject to adjustments, that are effectively connected with your conduct of a trade or business in the United States. For this purpose, interest will be included in the earnings and profits of such foreign corporation.

      Sale, Exchange or Disposition of Notes. Any gain realized upon the sale, exchange or other disposition of a new note (except with respect to accrued and unpaid interest, which would be taxable as described above) generally will not be subject to U.S. federal income tax unless:

•  subject to an applicable tax treaty providing otherwise, that gain is effectively connected with your conduct of a trade or business in the United States;

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•  you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or

•  you are subject to Internal Revenue Code provisions applicable to certain U.S. expatriates.

      A holder described in the first bullet point above will be required to pay U.S. federal income tax on the net gain derived from the sale, and if such holder is a foreign corporation, it may also be required to pay a branch profits tax at a 30% rate or a lower rate if so specified by an applicable income tax treaty. A holder described in the second bullet point above will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses, even though the holder is not considered a resident of the United States.

      Information Reporting and Backup Withholding. Information returns will be filed with the IRS in connection with payments on the new notes. Unless the non-U.S. Holder complies with certification procedures to establish that it is not a U.S. person, information returns may be filed with the IRS in connection with the proceeds from a sale or other disposition, and the non-U.S. Holder may be subject to United States backup withholding tax on payments on the new notes or on the proceeds from a sale or other disposition of the new notes. The certification procedures required to claim the exemption from withholding tax on interest described above will satisfy the certification requirements necessary to avoid the backup withholding tax as well. The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against the non-U.S. Holder’s U.S. federal income tax liability and may entitle the non-U.S. Holder to a refund, provided that the required information is furnished to the IRS.

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PLAN OF DISTRIBUTION

      Each broker-dealer that receives new notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes where such old notes were acquired as a result of market-making activities or other trading activities. We have agreed, for a period ending upon the earlier of (1) 180 days after the completion of the exchange offer and (2) the first day after the completion of the exchange offer when participating broker-dealers no longer have a prospectus delivery obligation, to make this prospectus, as amended or supplemented, available to any such broker-dealer for use in connection with any such resale.

      We will not receive any proceeds from any sale of new notes by any broker-dealer. New notes received by broker-dealers for their own account pursuant to this exchange offer may be sold from time to time in one or more transactions in the following manners:

•  in the over-the-counter market;

•  in negotiated transactions;

•  through the writing of options on the new notes; or

•  through a combination of such methods of resale.

      The sales may be at any of the following prices:

•  market prices prevailing at the time of resale;

•  prices related to such prevailing market prices; or

•  negotiated prices.

      Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any such new notes.

      Any broker-dealer who resells new notes that were received by it for its own account pursuant to this exchange offer and any broker or dealer that participates in a distribution of such new notes may be deemed to be an “underwriter” within the meaning of the Securities Act. Any profit on any such resale of new notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

      We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers, and will indemnify the holders, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

      We have not entered into any arrangements or understandings with any person to distribute the new notes to be received in this exchange offer.

      There is no existing market for the new notes, and there can be no assurance as to the liquidity of any market that may develop for the new notes, the ability of the holders of the new notes to sell their new notes or the price at which holders would be able to sell their new notes. Future trading prices of the new notes will depend on many factors, including, among other things:

•  prevailing interest rates;

•  our operating results; and

•  the market for similar securities.

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      This prospectus does not constitute an offer to purchase or a solicitation of an offer to sell any of the new notes in any jurisdiction in which such an offer or a solicitation is unlawful.

LEGAL MATTERS

      The enforceability of the new notes and related guarantees offered hereby is being passed upon for us by Kilpatrick Stockton LLP, Charlotte, NC. Matters of New Mexico law are being passed upon for us by Betzer, Roybal & Eisenberg P.C., Albuquerque, NM.

EXPERTS

      The consolidated financial statements of Reynolds American Inc. and subsidiaries as of December 31, 2005 and 2004, and for each of the years in the three-year period ended December 31, 2005, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2005, are incorporated by reference herein and in the registration statement in reliance upon the reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

      The combined financial statements of Conwood Company, L.P., Conwood Sales Co., L.P., Scott Tobacco LLC, Rosswil LLC, Conwood LLC, Conwood-1 LLC and Conwood-2 LLC as of and for the year ended December 31, 2005, are incorporated by reference herein and in the registration statement in reliance upon the report of KPMG LLP, independent auditors, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

      RAI is subject to the informational requirements of the Exchange Act, and, in accordance with the requirements of the Exchange Act, files reports, proxy statements and other information with the SEC. You may read and copy this information or obtain copies of this information at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 at prescribed rates. You can obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain the documents that RAI files electronically from the SEC’s web site at http://www.sec.gov.

      RAI and the guarantors have filed with the SEC a registration statement on Form S-4, of which this prospectus forms a part, under the Securities Act, in connection with our offering of the new notes and related guarantees to be issued in the exchange offer. This prospectus does not contain all of the information in the registration statement. You will find additional information about RAI, the guarantors and the exchange offer in the registration statement. Any statements made in this prospectus concerning the provisions of legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement. You may read and copy the registration statement, including its exhibits, at the SEC’s Public Reference Room located at 100 F Street, NE, Washington D.C. 20549 or at the SEC’s web site at http://www.sec.gov.

      RAI’s SEC filings are also available at its web site at http://www.reynoldsamerican.com. Information with respect to RAI may also be obtained by writing or calling the Office of the Secretary, P.O. Box 2990, Winston-Salem, North Carolina 27102-2990; telephone number (336) 741-5162.

INCORPORATION BY REFERENCE

      RAI (SEC file number 1-32258) “incorporates by reference” into this prospectus certain information that it files with the SEC, which means that it discloses important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. Certain information that is subsequently filed with the SEC will automatically update and supersede information in this prospectus and in earlier filings with the SEC. RAI incorporates by reference the

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information and documents listed below, which have been filed with the SEC, and any documents that RAI files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before termination of this exchange offer:

•  RAI’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on February 27, 2006;

•  RAI’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2006 and June 30, 2006, filed with the SEC on May 5, 2006 and August 4, 2006, respectively; and

•  RAI’s Current Reports on Form 8-K, and amendments thereto, filed with the SEC on February 7, 2006, February 15, 2006, April 25, 2006, May 24, 2006, June 6, 2006, June 26, 2006, August 4, 2006, August 24, 2006, September 19, 2006, October 2, 2006, and October 2, 2006.

      We will provide without charge to each person to whom a copy of this prospectus is delivered, upon the request of such person, a copy of any or all of the documents that are incorporated by reference herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into such documents. Requests should be directed to the Office of the Secretary, P.O. Box 2990, Winston-Salem, North Carolina 27102-2990; telephone number (336) 741-5162. You may also obtain the documents incorporated by reference in this prospectus from the SEC as described above.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers.

North Carolina Registrants

      The following registrants are corporations incorporated under the laws of the state of North Carolina: Reynolds American Inc., referred to as RAI, R. J. Reynolds Tobacco Company, referred to as RJR Tobacco, and GMB Inc., referred to as GMB.

      Section 55-8-57 of the NCBCA permits a corporation, in its articles of incorporation or bylaws or by contract or resolution, to indemnify, or agree to indemnify, its directors, officers, employees or agents against liability and expenses (including attorneys’ fees) in any proceeding (including proceedings brought by or on behalf of the corporation) arising out of their status as such or their activities in such capacities, except for any liabilities or expenses incurred on account of activities that were, at the time taken, known or believed by the person to be clearly in conflict with the best interests of the corporation.

      Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation, unless its articles of incorporation provide otherwise, to indemnify a director or officer who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which such director or officer was made a party because he or she was or is a director or officer of the corporation against reasonable expenses actually incurred by the director or officer in connection with the proceeding. Unless prohibited by the articles of incorporation, a director or officer also may make application and obtain court-ordered indemnification if the court determines that such director or officer is fairly and reasonably entitled to such indemnification as provided in Sections 55-8-54 and 55-8-56 of the NCBCA.

      Section 55-8-57 of the NCBCA authorizes a corporation to purchase and maintain insurance on behalf of an individual who was or is a director, officer, employee or agent of the corporation against certain liabilities incurred by such a person, whether or not the corporation is otherwise authorized by the NCBCA to indemnify that person.

      Section 55-2-02 of the NCBCA enables a corporation in its articles of incorporation to eliminate or limit, with certain exceptions, the personal liability of directors for monetary damages for breach of their duties as directors. No such provision is effective to eliminate or limit a director’s liability for: (1) acts or omissions that the director at the time of the breach knew or believed to be clearly in conflict with the best interests of the corporation; (2) improper distributions as described in Section 55-8-33 of the NCBCA; (3) any transaction from which the director derived an improper personal benefit; or (4) acts or omissions occurring prior to the date the exculpatory provision became effective.

      The articles of incorporation of RAI provide that RAI will indemnify, to the fullest extent permitted by the NCBCA, any person who was or is a director or officer of RAI who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, because such person was or is a director or officer of RAI or, while a director or officer of RAI, was serving at the request of RAI as a director, officer, partner, trustee, employee or agent of any other enterprise. RAI’s articles of incorporation also provide that RAI shall pay expenses incurred in connection with any such action, suit or proceeding in advance provided the director or officer agrees in writing to repay such amount if such person is ultimately determined not entitled to be indemnified against such expenses.

      RAI has entered into separate indemnification agreements with its directors and executive officers. These agreements require, among other things, RAI to maintain, for so long as such person could be subject to claims based upon such person’s status as a director or officer of RAI, directors’ and officers’ liability insurance that is comparable in scope and amount to former policies of insurance of R.J. Reynolds Tobacco Holdings, referred to as RJR. In no event will RAI be required to spend in any one year an amount more than 200% of the annual premiums paid by RAI or RJR, as the case may be, five years

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prior to the then-existing policy period; provided, however, that RAI will use commercially reasonable efforts to obtain and maintain policies of insurance with coverage having features as similar as reasonably practical to the features of the prior policies.

      Pursuant to the agreement related to the B&W business combination, RAI agreed to maintain, for a period of six years following the completion, on July 30, 2004, of such combination, policies of directors’ and officers’ liability insurance maintained by RJR at the time of such completion, or policies of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the insured, with respect to claims arising from facts or events that occurred on or before October 27, 2003, the date of the business combination agreement. RAI is not required to spend in any one year an amount more than 200% of the annual premiums paid by RJR as of the date of the combination agreement for such insurance and if the annual premiums of such insurance coverage exceed this amount, RAI will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount.

      RAI’s articles of incorporation further provide that, to the fullest extent permitted by the NCBCA, no person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director.

      The provisions in articles of incorporation of RJR Tobacco with respect to indemnification of officers and directors and elimination of personal liability of directors are identical to those contained in RAI’s articles of incorporation.

      The articles of incorporation of GMB, Inc. provide that the corporation will, to the fullest extent permitted by the NCBCA, indemnify all persons it shall have the power to indemnify under the provisions of the NCBCA from and against any and all expenses and liabilities covered by such provisions. The articles of incorporation of GMB, Inc. also provide for the elimination of the personal liability of directors to the fullest extent permitted by the NCBCA.

Delaware Registrants

      The following registrants are corporations incorporated in the State of Delaware: RJR, Conwood Holdings, Inc., referred to as Conwood, RJR Acquisition Corp., referred to as RJR Acquisition, R. J. Reynolds Tobacco Co., referred to as RJR Tobacco Co., and FHS, Inc., referred to as FHS.

      Section 145 of the Delaware General Corporation Law, referred to as the DGCL, provides that a corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or complete action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that a corporation similarly may indemnify any such person serving in any such capacity who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or the right of the corporation to procure a judgment in its favor, against expenses actually and reasonably incurred in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or such other court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is

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fairly reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

      The DGCL further authorizes a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him or her and incurred by him or her in any such capacity, arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify him or her under Section 145.

      Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for any breach of the director’s duty of loyalty to the corporation or its stockholders, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for payments of unlawful dividends or unlawful stock repurchases or redemptions or for any transaction from which the director derived an improper personal benefit.

      The certificate of incorporation of RJR provides that RJR will indemnify, to the fullest extent permitted by the DGCL, any person who was or is a director or officer of RJR who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, because such person was or is a director or officer of RJR or, while a director or officer of RJR, was serving at the request of RJR as a director, officer, partner, trustee, employee or agent of any other enterprise. RJR’s certificate of incorporation also provides that RJR shall pay expenses incurred in connection with any such action, suit or proceeding in advance provided the director or officer agrees in writing to repay such amount if such person is ultimately determined not entitled to be indemnified against such expenses. RJR’s certificate of incorporation further provides that, to the fullest extent permitted by the DGCL, no person who is serving or who has served as a director of the corporation shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of duty as a director.

      The bylaws of RJR Acquisition provide that each person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative, because that person is or was a director or officer of RJR Acquisition or is or was serving at the request of RJR Acquisition as a director or officer of another entity, shall be indemnified and held harmless by RJR Acquisition to the fullest extent permitted by Delaware law. This right to indemnification also includes the right to be paid expenses incurred in connection with that proceeding in advance of its final disposition to the fullest extent authorized by Delaware law. The certificate of incorporation of RJR Acquisition provides the no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director except as otherwise provided by the DGCL.

      The certificate of incorporation of Conwood provides that Conwood will indemnify, to the fullest extent permitted under the DGCL or any other applicable laws, any person who is a director, or officer of the corporation, or each person who is or was serving or who has agreed to serve at the request of the board of directors of the corporation as an officer of the corporation or as an employee or agent of the corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture or other enterprise (including the heirs, executors, administrators or estate of such person). The certificate of incorporation of Conwood also provides that Conwood may enter into one or more agreements with any person to provide for indemnification greater or different than that provided in its certificate of incorporation.

      The certificate of incorporation of FHS provides for the indemnification of the corporation’s directors and officers to the fullest extent permitted by law and eliminates the personal liability of its directors to the corporation or its stockholders for any breach of fiduciary duty as a director other than any breach of the duty of loyalty, for acts not in good faith or which involve intentional misconduct or knowing violation

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of law, for acts of omissions arising under Section 174 of the DGCL (payment of dividends) or for any transaction for which the directors derived an improper personal benefit. The bylaws of FHS provide that its officers and directors shall be indemnified against reasonable expense and any liability paid or incurred in connection with any actual or threatened claim, action suit or proceeding, whether brought by or in the right of the corporation or otherwise by reason of serving or having served as an officer or director of the company or an officer, director, employee, fiduciary or other representative of another entity at the request of FHS, so long as such indemnification does not contravene the DGCL or other applicable law and provided such officer or director acted in good faith and in a manner reasonably believed was in or not opposed to the best interest of the corporation and with respect to any criminal action or proceeding had no reasonable cause to believe his or her conduct was unlawful. The bylaws of FHS also provide that the indemnification provided for therein shall include the right to have expenses incurred by such person in connection with an action paid in advance of a final disposition of such action, subject to subsequent determination of the right to be so indemnified.

      The following registrants are limited liability companies formed in the state of Delaware: Conwood Sales Co., LLC, referred to as Conwood Sales, Conwood Company, LLC, referred to as Conwood Company, Rosswil LLC, referred to as Rosswil, RJR Packaging, LLC, referred to as RJR Packaging, and Scott Tobacco LLC, referred to as Scott Tobacco.

      Section 18-108 of the Delaware Limited Liability Company Act grants a Delaware limited liability company the power, subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

      The limited liability company agreement of each of Conwood Sales and Conwood Company provides that each of these entities will to the full extent permitted by the Delaware Limited Liability Company Act or other applicable law, indemnify, any of its managers, officers or members for any loss, damage or claim incurred by such person in good faith on behalf of Conwood Sales or Conwood Company, as the case may be, and in a manner reasonably believed to be within the scope of the authority conferred on such person under the entity’s operating agreement, other than for any loss, damage or claim incurred by such person by reason of gross negligence or willful misconduct. The limited liability company agreements further provide that none of such persons shall be liable to Conwood Sales or Conwood Company, as the case may be, or their members for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such person in good faith on behalf of Conwood Sales or Conwood Company, as the case may be, and in a manner reasonably believed to be within the scope of the authority conferred on such person, other than for any such loss, damage or claim incurred by reason of such person’s gross negligence or willful misconduct.

      The limited liability company agreement of each of Rosswil and Scott Tobacco provides that no manager shall have any liability to Rosswil or Scott Tobacco, as the case may be, or any member for monetary damages for breach of fiduciary duty as a manager other than for any breach of such manager’s duty of loyalty to the entity or its members, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transactions from which such manager derived an improper personal benefit. These agreements also provide that each of these entities will, except as discussed below, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of Rosswil or Scott Tobacco, as the case may be, because such a person is or was a member, manager or officer, or is or was serving at the request of Rosswil or Scott Tobacco, as the case may be, as a manager, director, officer or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Rosswil or Scott Tobacco, as the case may be, and with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. No indemnification shall be made in respect

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of any claim, issue or matter as to which a member, manager or officer shall have been adjudged to be liable to the entity unless and to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine that such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. The limited liability company agreement of each of Rosswil and Scott Tobacco also provides that expenses (including attorneys’ fees) incurred by a member, manager or officer shall be paid by Rosswil in advance of the final disposition of such action, suit or proceeding, subject to subsequent determination of the right to be so indemnified.

      RJR Packaging’s operating agreement provides that RJR Packaging will indemnify, save harmless and pay all expenses of its sole member, RJR Tobacco, any stockholder, member, partner, beneficiary and other equity holder of its member, and any officers, directors, employees and agents of any of them, incurred by reason of any act performed or omitted in connection with the business of RJR Packaging.

      In addition to the foregoing, pursuant to the purchase agreement entered into by RAI in connection with its acquisition of Conwood Sales, Conwood Company, Rosswil and Scott Tobacco, until May 31, 2012, each of these entities agreed to indemnify, to the maximum extent permitted by applicable law, any person who, as of May 31, 2006, was a current or former manager or officer of any of these entities, against all losses arising out of acts or omissions (or alleged acts or omissions) of any such person in the foregoing capacities, and further agreed that, prior to May 31, 2012, the provisions of the limited liability company agreements of these entities concerning the indemnification and elimination of liability of managers and officers would not be amended in any manner that would adversely affect the rights of such persons thereunder.

New York Registrant

      Lane, Limited, referred to as Lane, is a corporation incorporated under the laws of the state of New York.

      Article 7, Sections 721-726 of the New York Business Corporation Law, referred to as the NYBCL, provides for the indemnification and advancement of expenses to officers and directors for actions in their capacity as such. Under the NYBCL, a corporation may indemnify an officer or director, in the case of third party actions, against judgments, fines, amounts paid in settlement and reasonable expenses and, in the case of derivative actions, against amounts paid in settlement and reasonable expenses, provided that the director or officer acted in good faith, for a purpose which he or she reasonably believed to be in the best interests of the corporation and, in the case of criminal actions, had no reasonable cause to believe his or her conduct was unlawful. A corporation may obtain indemnification insurance indemnifying itself and its directors and officers. Indemnification and advancement pursuant to the NYBCL are not exclusive of any other rights an officer or director may be entitled to, provided that no indemnification may be made to or on behalf of any director or officer if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that he or she personally gained a financial profit or other advantage to which he or she was not legally entitled.

      The bylaws of Lane provide that Lane shall, to the fullest extent permitted by applicable law, indemnify or advance expenses on behalf of a director or officer of Lane in connection with any threatened, pending or completed action, suit or proceeding, including an action by or in the right of Lane to procure a judgment in its favor, and an action by or in the right of any other corporation of any type or kind, domestic or foreign or in any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of Lane, by reason of the fact that he or she is or was or has agreed to become a director or officer of Lane, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, for or against judgments, fines, amounts paid or to be paid in settlement, taxes or penalties or costs, charges and expenses, including attorney’s fees, incurred in connection with such action or proceeding or any appeal therefrom. No indemnification shall be provided

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to any such person if a judgment or other final adjudication adverse to the director or officer establishes that his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. In addition, the bylaws of Lane provide that the right to be indemnified and the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition shall not be exclusive of any other right which any person may have or acquire under any statute, provision of Lane’s certificate of incorporation, bylaws, agreement, vote of shareholders or disinterested directors or otherwise.

New Mexico Registrant

      Santa Fe Natural Tobacco Company, Inc., referred to as Santa Fe, is a corporation incorporated under the laws of the state of New Mexico.

      Section 53-11-4.1 of the New Mexico Business Corporation Act, referred to as the NMBCA, empowers a corporation to indemnify any officer or director against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to a criminal proceeding, had no reasonable cause to believe the person’s conduct was unlawful. This section empowers a corporation to maintain insurance or furnish similar protection, including, but not limited to, providing a trust fund, a letter of credit, or self-insurance on behalf of any officer of director against any liability asserted against and incurred by the person in such capacity whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this section. The indemnification authorized by Section 53-11-4.1 is not exclusive of any other rights to which an officer or director may be entitled under the articles of incorporation, the bylaws, an agreement, a resolution of shareholders or directors or otherwise.

      The restated articles of incorporation of Santa Fe provide for the indemnification of each of the corporation’s directors, officers and/or employees or any former director, officer and/or employee, or any person who has served at the request of the corporation as a director or officer of another corporation in which the corporation owns shares of stock or of which it is a creditor, and the personal representative of any such persons, against costs and expenses actually and necessarily incurred by such person in connection with the defense of any action or proceeding in which such person is made a party by reason of being or having been a director, officer and/or employee, except in relation to matters as to which such person is adjudged in such action or proceeding to be liable for actual fraud in the performance of his of her duties. The right to indemnification also includes the right to be paid immediately the costs and expenses of any such action or proceeding upon the incurrence of any such cost or expense. The indemnification shall not be limited to reimbursement only of such cost or expense incurred and paid by any such director, officer and/or employee. If such director, officer and/employee or former director, officer and/or employee is adjudged in any action or proceeding to be liable of actual fraud in the performance of his or her duties, such person shall be liable to repay the corporation for any such costs or expenses incurred and paid by the corporation.

      The bylaws of Santa Fe provide that Santa Fe shall indemnify its past, present and future directors and officers (and their executors, administrators, or other legal representative) and hold them harmless to the fullest extent of Santa Fe’s power to do so under the NMBCA, from and against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to the extent that any such director or officer is made a party to such proceeding by reason of the fact that the person is or was a director of Santa Fe (or served at the request of Santa Fe as a director, officer partner, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other incorporated or unincorporated enterprise including service with respect to employee benefit plans or trusts), except in relation to matters as to which any such officer of director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct of his or her duties. The bylaws of

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Santa Fe further provide that Santa Fe shall indemnify its past, present and future directors and officers (and their executors, administrators, or other legal representative) from and against all reasonable expense incurred by any such person in defending claims made or suits or proceedings brought against him or her as a director or officer.

Directors’ and Officers’ Insurance

      Under insurance policies maintained by RAI, the directors and officers of RAI and the other registrants are insured, within the limits and subject to the limitations of the policies, against certain expenses in connection with the defense of actions, suits or proceeding, and certain liabilities which might be imposed as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been such directors or officers, including liabilities under the Securities Act. These insurance policies are designed to make payments on behalf of RAI and the other registrants to their directors and officers pursuant to the indemnification provisions described above as well as with respect to non-indemnifiable claims. These insurance policies maintained by RAI satisfy its obligations under its indemnification agreements with directors and officers relating to directors’ and officers’ liability insurance under the 2004 agreement relating to the B&W business combination.

Item 21.     Exhibits and Financial Statement Schedules

      (a) Exhibits.

Exhibit No.			Description of Document
	2	.1	Purchase Agreement dated April 24, 2006 by and among Reynolds American Inc., Reynolds American Inc.’s direct, wholly owned acquisition subsidiary, Pinch Acquisition Corporation, Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of those certain separate and distinct trusts listed therein, and GP Investor, L.L.C. (incorporated by reference to Exhibit 2.1 to Reynolds American Inc.’s Form 8-K dated April 24, 2006).
	2	.2	Amendment No. 1, dated as of May 31, 2006, to the Purchase Agreement, dated as of April 24, 2006, by and among Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, as trustees, GP Investor, L.L.C., Reynolds American Inc. and Conwood Holdings, Inc. (f/k/a Pinch Acquisition Corporation) (incorporated by reference to Exhibit 2.1 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	3	.1	Amended and Restated Certificate of Incorporation of Reynolds American Inc. (incorporated by reference to Exhibit 1 to Reynolds American Inc.’s Form 8-A filed July 29, 2004).
	3	.2	Amended and Restated Bylaws of Reynolds American Inc. (incorporated by reference to Exhibit 3.1 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	3	.3	Amended and Restated Certificate of Incorporation of R.J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 3.3 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.4	Amended and Restated Bylaws of R.J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 3.4 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.5	Amended and Restated Certificate of Incorporation of RJR Acquisition Corp. (incorporated by reference to Exhibit 3.5 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.6	Bylaws of RJR Acquisition Corp. (incorporated by reference to Exhibit 3.6 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.7	Amended and Restated Articles of Incorporation of R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 3.7 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.8	Amended and Restated Bylaws of R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 3.8 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.9	Certificate of Incorporation of R. J. Reynolds Tobacco Co. (formerly R. J. Reynolds Company), as amended (incorporated by reference to Exhibit 3.9 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).

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Exhibit No.			Description of Document
	3	.10	By-Laws of R. J. Reynolds Tobacco Co. (formerly R. J. Reynolds Company) (incorporated by reference to Exhibit 3.10 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.11	Certificate of Formation of RJR Packaging, LLC (incorporated by reference to Exhibit 3.11 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.12	Operating Agreement of RJR Packaging, LLC (incorporated by reference to Exhibit 3.12 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.13	Certificate of Incorporation of FHS, Inc. (incorporated by reference to Exhibit 3.13 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.14	Bylaws of FHS, Inc. (incorporated by reference to Exhibit 3.14 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.15	Articles of Incorporation of GMB, Inc. (formerly Interim, Inc.), as amended (incorporated by reference to Exhibit 3.15 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.16	Bylaws of GMB, Inc. (formerly Interim, Inc.) (incorporated by reference to Exhibit 3.16 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.17	Restated Articles of Incorporation of Santa Fe Natural Tobacco Company, Inc., as amended.
	3	.18	Restated By-Laws of Santa Fe Natural Tobacco Company, Inc.
	3	.19	Certificate of Incorporation of Lane, Limited (formerly M.D. Tabac, LTD.).
	3	.20	By-Laws of Lane, Limited.
	3	.21	Certificate of Incorporation of Conwood Holdings, Inc. (formerly Pinch Acquisition Corporation), as amended.
	3	.22	Bylaws of Conwood Holdings, Inc. (formerly Pinch Acquisition Corporation), as amended.
	3	.23	Certificate of Formation of Conwood Company, LLC.
	3	.24	Limited Liability Company Agreement of Conwood Company, LLC.
	3	.25	Certificate of Formation of Conwood Sales Co., LLC.
	3	.26	Limited Liability Company Agreement of Conwood Sales Co., LLC.
	3	.27	Certificate of Formation of Rosswil LLC.
	3	.28	Limited Liability Company Agreement of Rosswil LLC.
	3	.29	Restated Certificate of Incorporation of R. J. Reynolds Global Products, Inc. (formerly MSSH, Inc. and R.J. Reynolds International Business Group, Inc.), as amended.
	3	.30	Bylaws of R. J. Reynolds Global Products, Inc. (formerly MSSH, Inc. and R.J. Reynolds International Business Group, Inc.), as amended.
	3	.31	Certificate of Formation of Scott Tobacco LLC.
	3	.32	Limited Liability Company Agreement of Scott Tobacco LLC.
	4	.1	Rights Agreement, between Reynolds American Inc. and The Bank of New York, as rights agent (incorporated by reference to Exhibit 3 to Reynolds American Inc.’s Form 8-A filed July 29, 2004).
	4	.2	Amended and Restated Indenture dated as of July 24, 1995, between RJR Nabisco, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to RJR Nabisco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed August 8, 1995).
	4	.3	First Supplemental Indenture and Waiver dated as of April 27, 1999, between RJR Nabisco, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Amended and Restated Indenture dated as of July 24, 1995, between RJR Nabisco, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 10.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).

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Exhibit No.			Description of Document
	4	.4	Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 10.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.5	Guarantee dated as of May 18, 1999, by R. J. Reynolds Tobacco Company to the holders and to The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, issued in connection with the Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 10.6 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.6	First Supplemental Indenture dated as of December 12, 2000, among RJR Acquisition Corp., R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2000, filed March 1, 2001).
	4	.7	Second Supplemental Indenture dated as of June 30, 2003, among GMB, Inc., FSH, Inc., R. J. Reynolds Tobacco Co., Santa Fe Natural Tobacco Company, Inc., RJR Packaging, LLC, R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed August 8, 2003).
	4	.8	Third Supplemental Indenture, dated as of July 30, 2004, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp., GMB, Inc., FHS, Inc., R. J. Reynolds Tobacco Co., RJR Packaging, LLC, BWT Brands, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	4	.9	Fourth Supplemental Indenture, dated July 6, 2005, to Indenture dated May 15, 1999, by and among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and various subsidiaries of Reynolds American Inc. as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s From 8-K dated July 11, 2005).
	4	.10	Fifth Supplemental Indenture dated May 31, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.11	Sixth Supplemental Indenture dated June 20, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.12	Seventh Supplemental Indenture dated September 30, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated October 2, 2006).

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Exhibit No.			Description of Document
	4	.13	Indenture dated as of May 20, 2002, by and among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 15, 2002).
	4	.14	First Supplemental Indenture dated as of June 30, 2003, among GMB, Inc., FSH, Inc., R. J. Reynolds Tobacco Co., Santa Fe Natural Tobacco Company, Inc., RJR Packaging, LLC, R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated as of May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed August 8, 2003).
	4	.15	Second Supplemental Indenture, dated as of July 30, 2004, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition, GMB, Inc., FSH, Inc., R. J. Reynolds Tobacco Co., RJR Packaging, LLC, BWT Brands, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	4	.16	Third Supplemental Indenture dated May 31, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.17	Fourth Supplemental Indenture dated June 20, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.18	Fifth Supplemental Indenture dated September 30, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s form 8-K dated October 2, 2006).
	4	.19	Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.20	First Supplemental Indenture dated September 30, 2006, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated October 2, 2006).
	4	.21	Form of Reynolds American Inc. old 6.500% Senior Secured Note due 2007 (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.22	Form of Reynolds American Inc. old 7.875% Senior Secured Note due 2009 (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.23	Form of Reynolds American Inc. old 6.500% Senior Secured Note due 2010 (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.24	Form of Reynolds American Inc. old 7.250% Senior Secured Note due 2012 (incorporated by reference to Exhibit 4.4 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.25	Form of Reynolds American Inc. old 7.250% Senior Secured Note due 2013 (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).

II-10

Exhibit No.			Description of Document
	4	.26	Form of Reynolds American Inc. old 7.300% Senior Secured Note due 2015 (incorporated by reference to Exhibit 4.5 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.27	Form of Reynolds American Inc. old 7.625% Senior Secured Note due 2016 (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.28	Form of Reynolds American Inc. old 7.750% Senior Secured Note due 2018 (incorporated by reference to Exhibit 4.4 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.29	Form of Reynolds American Inc. new 7.250% Senior Secured Notes due 2013, 7.625% Senior Secured Notes due 2016 and 7.750% Senior Secured Notes due 2018.
	4	.30	Form of Reynolds American Inc. new 6.500% Senior Secured Notes due 2007, 7.875% Senior Secured Notes due 2009, 6.500% Senior Secured Notes due 2010, 7.250% Senior Secured Notes due 2012 and 7.300% Senior Secured Notes due 2015.
	5	.1	Opinion of Kilpatrick Stockton LLP regarding the validity of securities being registered.
	5	.2	Opinion of Betzer, Roybal & Eisenberg P.C., special New Mexico counsel.
	10	.1	Fourth Amended and Restated Credit Agreement, dated as of May 31, 2006, among Reynolds American Inc., the agents and other parties named therein, and the lending institutions listed from time to time on Annex I thereto (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.2	Second Amended and Restated Pledge Agreement, dated as of May 31, 2006, among Reynolds American Inc., certain of its subsidiaries as pledgors and JPMorgan Chase Bank, N.A. as collateral agent (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.3	Second Amended and Restated Security Agreement, dated as of May 31, 2006, among Reynolds American Inc., certain of its subsidiaries as assignors and JPMorgan Chase Bank, N.A. as collateral agent (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.4	Fifth Amended and Restated Subsidiary Guaranty, dated as of May 31, 2006, among certain of the subsidiaries of Reynolds American Inc. as guarantors and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.4 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.5	Form of First Amended and Restated Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (North Carolina) made as of May 31, 2006, by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee (incorporated by reference to Exhibit 10.5 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.6	Form of First Amended and Restated Deed to Secure Debt, Security Agreement, Assignment of Leases, Rents and Profits (Bibb County, Georgia) made as of May 31, 2006, by R. J. Reynolds Tobacco Company, as the Grantor, to JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Secured Creditors, as the Grantee (incorporated by reference to Exhibit 10.6 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.7	Form of First Amended and Restated Mortgage, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Cherokee County, South Carolina) made as of May 31, 2006, by R. J. Reynolds Tobacco Company, as the Mortgagor, to JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Secured Creditors, as the Mortgagee (incorporated by reference to Exhibit 10.7 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.8	Formation Agreement, dated as of July 30, 2004, among Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.), Brown & Williamson U.S.A., Inc. (n/k/a R. J. Reynolds Tobacco Company) and Reynolds American Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).

II-11

Exhibit No.			Description of Document
	10	.9	Governance Agreement, dated as of July 30, 2004, among British American Tobacco p.l.c., Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) and Reynolds American Inc. (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.10	Amendment No. 1 to the Governance Agreement, dated as of November 18, 2004, among British American Tobacco p.l.c., Brown & Williamson Holdings, Inc. and Reynolds American Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated November 18, 2004).
	10	.11	Non-Competition Agreement, dated as of July 30, 2004, between Reynolds American Inc. and British American Tobacco p.l.c. (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.12	Contract Manufacturing Agreement, dated as of July 30, 2004, by and between R. J. Reynolds Tobacco Company and BATUS Japan, Inc. (incorporated by reference to Exhibit 10.4 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.13	October 2005 Amendments to the Contract Manufacturing Agreement, dated as of July 30, 2004, by and between R. J. Reynolds Tobacco Company and BATUS Japan, Inc. (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed November 3, 2005).
	10	.14	Contract Manufacturing Agreement, dated as of July 30, 2004, by and between R. J. Reynolds Tobacco Company and B.A.T. (U.K. & Export) Limited (incorporated by reference to Exhibit 10.5 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.15	Purchase Agreement dated as of March 9, 1999, as amended and restated as of May 11, 1999, among R. J. Reynolds Tobacco Company, RJR Nabisco, Inc. and Japan Tobacco Inc. (incorporated by reference to Exhibit 2.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 12, 1999).
	10	.16	Tax Sharing Agreement dated as of June 14, 1999, among RJR Nabisco Holdings Corp., R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company and Nabisco Holdings Corp. (incorporated by reference to Exhibit 10.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated June 14, 1999).
	10	.17	Amendment to Tax Sharing Agreement dated June 25, 2000, among Nabisco Group Holdings Corp., R.J. Reynolds Tobacco Holdings, Inc., Nabisco Holdings Corp. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed August 7, 2000).
	10	.18	Agreement dated as of May 20, 1999, among Pension Benefit Guaranty Corporation, RJR Nabisco Holdings Corp. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.16 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).
	10	.19	Amendment effective as of June 14, 1999, to the Agreement effective as of May 20, 1999, by and among the Pension Benefit Guaranty Corporation, R.J. Reynolds Tobacco Holdings, Inc. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed August 7, 2000).
	10	.20	Second Amendment effective as of January 7, 2002, to the Agreement effective as of May 20, 1999, by and among the Pension Benefit Guaranty Corporation, R.J. Reynolds Tobacco Holdings, Inc. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.9 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2001, filed February 28, 2002).
	10	.21	Settlement Agreement dated August 25, 1997, between the State of Florida and settling defendants in The State of Florida v. American Tobacco Co. (incorporated by reference to Exhibit 2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated August 25, 1997).

II-12

Exhibit No.			Description of Document
	10	.22	Comprehensive Settlement Agreement and Release dated January 16, 1998, between the State of Texas and settling defendants in The State of Texas v. American Tobacco Co. (incorporated by reference to Exhibit 2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated January 16, 1998).
	10	.23	Settlement Agreement and Release in re: The State of Minnesota v. Philip Morris, Inc., by and among the State of Minnesota, Blue Cross and Blue Shield of Minnesota and the various tobacco company defendants named therein, dated as of May 8, 1998 (incorporated by reference to Exhibit 99.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1998, filed May 15, 1998).
	10	.24	Settlement Agreement and Stipulation for Entry of Consent Judgment in re: The State of Minnesota v. Philip Morris, Inc., by and among the State of Minnesota, Blue Cross and Blue Shield of Minnesota and the various tobacco company defendants named therein, dated as of May 8, 1998 (incorporated by reference to Exhibit 99.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1998, filed May 15, 1998).
	10	.25	Form of Consent Judgment by Judge Kenneth J. Fitzpatrick, Judge of District Court in re: The State of Minnesota v. Philip Morris, Inc. (incorporated by reference to Exhibit 99.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1998, filed May 15, 1998).
	10	.26	Stipulation of Amendment to Settlement Agreement and for Entry of Agreed Order dated July 2, 1998, by and among the Mississippi Defendants, Mississippi and the Mississippi Counsel in connection with the Mississippi Action (incorporated by reference to Exhibit 99.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 14, 1998).
	10	.27	Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree dated July 24, 1998, by and among the Texas Defendants, Texas and the Texas Counsel in connection with the Texas Action (incorporated by reference to Exhibit 99.4 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 14, 1998).
	10	.28	Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree dated September 11, 1998, by and among the State of Florida and the tobacco companies named therein (incorporated by reference to Exhibit 99.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 12, 1998).
	10	.29	Master Settlement Agreement, referred to as the MSA, dated November 23, 1998, between the Settling States named in the MSA and the Participating Manufacturers also named therein (incorporated by reference to Exhibit 4 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated November 23, 1998).
	10	.30	Amended and Restated Directors and Officers Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.31	Reynolds American Inc. Outside Directors’ Benefit Summary (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated September 13, 2006).
	10	.32	Amended and Restated Equity Incentive Award Plan for Directors of Reynolds American Inc., referred to as the EIAP.
	10	.33	Form of Deferred Stock Unit Agreement between Reynolds American Inc. and the Director named therein, pursuant to the EIAP (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated August 30, 2004).
	10	.34	Form of Deferred Stock Unit Agreement between R.J. Reynolds Tobacco Holdings, Inc. and the Director named therein, pursuant to the EIAP (incorporated by reference to Exhibit 10.9 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).
	10	.35	Form of Stock Option Agreement (Initial) between R.J. Reynolds Tobacco Holdings, Inc. and the Director named therein, pursuant to the EIAP (incorporated by reference to Exhibit 10.10 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).

II-13

Exhibit No.			Description of Document
	10	.36	Amended and Restated Deferred Compensation Plan for Directors of Reynolds American Inc. (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.37	Amendment No. 1 to Deferred Compensation Plan for Directors of Reynolds American Inc., amended and restated effective February 2, 2005, dated July 19, 2006 (incorporated by reference to Exhibit 10.12 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006).
	10	.38	Amended and Restated Reynolds American Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.42 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.39	Form of Tandem Restricted Stock/ Stock Option Agreement dated July 28, 1999, between R.J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (incorporated by reference to Exhibit 10.4 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed November 12, 1999).
	10	.40	Amendment No. 1 to Tandem Restricted Stock/ Stock Option Agreement dated July 28, 1999, dated December 5, 2001 (incorporated by reference to Exhibit 10.32 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2001, filed February 28, 2002).
	10	.41	Form of Amendment No. 2 to Tandem Restricted Stock/ Stock Option Agreement dated as of April 24, 2002, amending the Tandem Restricted Stock/ Stock Option Agreements dated June 15 and July 28, 1999, between R.J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (incorporated by reference to Exhibit 10.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed August 6, 2002).
	10	.42	Amendment No. 3 to Tandem Restricted Stock/ Stock Option Agreements dated December 10, 2002, amending the Tandem Restricted Stock/ Stock Option Agreements dated June 15 and July 28, 1999 (incorporated by reference to Exhibit 10.35 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed March 3, 2003).
	10	.43	Form of Performance Unit Agreement (one-year vesting) dated February 9, 2006, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated February 9, 2006).
	10	.44	Form of Performance Share Agreement dated August 31, 2004, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated August 31, 2004).
	10	.45	Form of Performance Unit Agreement (three-year vesting) dated March 2, 2005, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated March 2, 2005).
	10	.46	Form of Performance Share Agreement, dated March 2, 2005, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K, dated March 2, 2005).
	10	.47	Offer of Employment Letter, dated July 29, 2004, by Reynolds American Inc. and Susan M. Ivey, accepted by Ms. Ivey on July 30, 2004 (incorporated by reference to Exhibit 10.22 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed November 5, 2004).
	10	.48	Letter Agreement regarding Severance Benefits and Change of Control Protections dated October 7, 2004, between Reynolds American Inc. and Susan M. Ivey (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated October 7, 2004).
	10	.49	Offer of Employment Letter dated July 29, 2004, by Reynolds American Inc. and Jeffrey A. Eckmann, accepted by Mr. Eckmann on July 29, 2004 (incorporated by reference to Exhibit 10.24 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed November 5, 2004).

II-14

Exhibit No.			Description of Document
	10	.50	Letter Agreement, dated February 2, 2005, between Reynolds American Inc. and Jeffrey A. Eckmann, amending July 29, 2004 offer letter (incorporated by reference to Exhibit 10.5 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.51	Offer of Employment Letter dated August 18, 2006, by Reynolds American Inc. and E. Julia Lambeth, accepted by Ms. Lambeth on August 19, 2006 (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated August 19, 2006).
	10	.52	Form of Amended Letter Agreement regarding Severance Benefits and Change of Control Protections between Reynolds American Inc. and the officer named therein (incorporated by reference to Exhibit 10.6 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.53	Reynolds American Inc. Annual Incentive Award Plan, as amended (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated November 30, 2005).
	10	.54	Amendment No. 1 to Annual Incentive Award Plan, amended and restated as of January 1, 2006, dated July 18, 2006 (incorporated by reference to Exhibit 10.11 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006).
	10	.55	Retention Trust Agreement dated May 13, 1998, by and between RJR Nabisco, Inc. and Wachovia Bank, N.A. (incorporated by reference to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 14, 1998).
	10	.56	Amendment No. 1 to Retention Trust Agreement dated October 1, 2006, by and between R.J. Reynolds Tobacco Holdings, Inc. (formerly RJR Nabisco, Inc.) and Wachovia Bank, N.A.
	10	.57	Supplemental Pension Plan for Executives of Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (as amended through July 29, 2004) (incorporated by reference to Exhibit 10.67 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.58	Form of Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) Trust Agreement for the executive officer named therein (incorporated by reference to Exhibit 10.68 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.59	Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) Health Care Plan for Salaried Employees (as amended through July 29, 2004 by amendment nos. 1 and 2) (incorporated by reference to Exhibit 10.69 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.60	Amendment No. 3, entered into as of December 31, 2004, to the Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) Health Care Plan for Salaried Employees (incorporated by reference to Exhibit 10.70 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.61	Supply Agreement, dated May 2, 2005, by and between R. J. Reynolds Tobacco Company and Alcan Packaging Food and Tobacco Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated May 2, 2005).
	10	.62	First Amendment to Supply Agreement, dated September 16, 2005, by and between R. J. Reynolds Tobacco Company and Alcan Packaging Food and Tobacco Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed November 3, 2005).
	10	.63	Supply Agreement, dated May 2, 2005, by and between R. J. Reynolds Tobacco Company and Alcoa Flexible Packaging, LLC (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated May 2, 2005).
	10	.64	Supply Agreement, dated May 2, 2005, by and between R. J. Reynolds Tobacco Company and Mundet Inc. (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated May 2, 2005).
	10	.65	Registration Rights Agreement dated June 29, 2005, by and among R.J. Reynolds Tobacco Holdings, Inc, the guarantors listed in Schedule 1 thereto, Citigroup Capital Markets Inc., J.P. Morgan Securities Inc. and the initial purchasers named in Schedule 2 thereto (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).

II-15

Exhibit No.			Description of Document
	10	.66	Performance Unit Agreement, dated March 6, 2006, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006).
	10	.67	Restricted Stock Agreement, dated March 6, 2006, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.4 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006).
	10	.68	Commitment Letter dated April 24, 2006, by and among Lehman Brothers Commercial Bank, Lehman Brothers Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc. and Reynolds American Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated April 24, 2006).
	10	.69	Purchase Agreement, dated May 18, 2006, by and among Reynolds American Inc., the guarantors listed therein, and Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., for themselves and as representatives of the initial purchasers listed therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006).
	10	.70	Registration Rights Agreement, dated May 31, 2006, by and among Reynolds American Inc., the guarantors listed in Schedule 1 thereto, Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., and the initial purchasers named in Schedule 2 thereto (incorporated by reference to Exhibit 10.8 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.71	Registration Rights Agreement, dated June 20, 2006, by and among Reynolds American Inc., the guarantors listed in Schedule 1 thereto, and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	10	.72	Subsidiary Assumption and Joinder Agreement dated as of September 30, 2006, among JPMorgan Chase Bank, N.A., as administrative agent, R. J. Reynolds Global Products, Inc., RJR Packaging, LLC and Scott Tobacco LLC (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated October 2, 2006).
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
	21	.1	Subsidiaries of Reynolds American Inc.
	23	.1	Consent of KPMG LLP, Greensboro, North Carolina.
	23	.2	Consent of KPMG LLP, Memphis, Tennessee.
	23	.3	Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
	23	.4	Consent of Betzer, Roybal & Eisenberg P.C. (included in Exhibit 5.2).
	24	.1	Powers of Attorney of the Registrants (included on signature pages of this Part II).
	25	.1	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 6.500% Senior Secured Notes due 2007.
	25	.2	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.875% Senior Secured Notes due 2009.
	25	.3	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 6.500% Secured Notes due 2010.
	25	.4	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.250% Senior Secured Notes due 2012.
	25	.5	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.250% Senior Secured Notes due 2013.
	25	.6	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.300% Secured Notes due 2015.
	25	.7	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.625% Senior Secured Notes due 2016.

II-16

Exhibit No.			Description of Document
	25	.8	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.750% Senior Secured Notes due 2018.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Notice to Investors.
	99	.4	Form of Notice to Broker Dealers.

(b)    Financial Statement Schedules.

      Not applicable.

Item 22.     Undertakings.

      (a) The undersigned registrants hereby undertake:

      (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

      (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933.

      (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end or the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

      (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

      (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: If the registrants are subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-17

      (5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

      The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)  Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv)  Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

      (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report of Reynolds American Inc. pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      (d) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (e) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Reynolds American Inc.

By:  /s/ Susan M. Ivey

Name: Susan M. Ivey

Title: Chairman of the Board, President and

Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Susan M. Ivey Susan M. Ivey	Chairman of the Board, President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Dianne M. Neal Dianne M. Neal	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Michael S. Desmond Michael S. Desmond	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Betsy S. Atkins Betsy S. Atkins	Director
/s/ John T. Chain, Jr. John T. Chain, Jr.	Director

II-19

Signature	Title
/s/ Martin D. Feinstein Martin D. Feinstein	Director
/s/ E.V. Goings E.V. Goings	Director
/s/ Nana Mensah Nana Mensah	Director
/s/ Antonio Monteiro de Castro Antonio Monteiro de Castro	Director
/s/ H.G.L. (Hugo) Powell H.G.L. (Hugo) Powell	Director
/s/ Joseph P. Viviano Joseph P. Viviano	Director
/s/ Thomas C. Wajnert Thomas C. Wajnert	Director
/s/ Neil R. Withington Neil R. Withington	Director

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

R. J. Reynolds Tobacco Company

By:  /s/ Lynn J. Beasley

Name: Lynn J. Beasley

Title: President and Chief Operating Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Susan M. Ivey Susan M. Ivey	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)
/s/ Dianne M. Neal Dianne M. Neal	Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Michael S. Desmond Michael S. Desmond	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
/s/ Lynn J. Beasley Lynn J. Beasley	Director
/s/ Daniel D. Snyder Daniel D. Snyder	Director

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

R. J. Reynolds Tobacco Co.

By:  /s/ Luis R. Davila

Name: Luis R. Davila

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Luis R. Davila Luis R. Davila	President (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer)
/s/ Angel L. Soto Angel L. Soto	Comptroller (Principal Accounting Officer)
/s/ McDara P. Folan, III McDara P. Folan, III	Director

II-22

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

RJR Acquisition Corp.

By:  /s/ McDara P. Folan, III

Name: McDara P. Folan, III

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ McDara P. Folan, III McDara P. Folan, III	President and Director (Principal Executive Officer)
/s/ Caroline M. Price Caroline M. Price	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
/s/ Kathryn A. Premo Kathryn A. Premo	Director

II-23

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

FHS, Inc.

By:  /s/ Caroline M. Price

Name: Caroline M. Price

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Caroline M. Price Caroline M. Price	President and Director (Principal Executive Officer)
/s/ Kathryn A. Premo Kathryn A. Premo	Treasurer and Director (Principal Financial Officer)
/s/ Vernon A. Stewart Vernon A. Stewart	Vice President (Principal Accounting Officer) and Director
/s/ Gordon W. Stewart Gordon W. Stewart	Director
/s/ Mark R. Tolland Mark R. Tolland	Director

II-24

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

GMB, Inc.

By:  /s/ Steven F. Gentry

Name: Steven F. Gentry

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Steven F. Gentry Steven F. Gentry	President and Director (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ Guy M. Blynn Guy M. Blynn	Director
/s/ Randel S. Springer Randel S. Springer	Director

II-25

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Lane, Limited

By:  /s/ Nicholas A. Bumbacco

Name: Nicholas A. Bumbacco

Title: President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Nicholas A. Bumbacco Nicholas A. Bumbacco	President and Chief Executive Officer (Principal Executive Officer)
/s/ Mark A. Peters Mark A. Peters	Vice President-Finance, Treasurer and Assistant Secretary (Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	Director
/s/ McDara P. Folan, III McDara P. Folan, III	Director

II-26

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Santa Fe Natural Tobacco Company, Inc.

By:  /s/ Richard M. Sanders

Name: Richard M. Sanders

Title: President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Richard M. Sanders Richard M. Sanders	President and Chief Executive Officer (Principal Executive Officer)
/s/ John E. Franzino John E. Franzino	Senior Vice President-Finance and Accounting, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ McDara P. Folan, III McDara P. Folan, III	Director
/s/ Michael O. Johnson Michael O. Johnson	Director

II-27

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Rosswil LLC

By:  /s/ Marshall J. Gerber

Name: Marshall J. Gerber

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Marshall J. Gerber Marshall J. Gerber	President (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ McDara P. Folan, III McDara P. Folan, III	Manager
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	Manager

II-28

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Conwood Company, LLC

By:  /s/ William McNeeley Rosson

Name: William McNeeley Rosson

Title: President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ William McNeeley Rosson William McNeeley Rosson	President, Chief Executive Officer and Manager (Principal Executive Officer)
/s/ Mark A. Peters Mark A. Peters	Vice President, Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)
/s/ William M. Rosson William M. Rosson	Manager
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	Manager

II-29

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Conwood Sales Co., LLC

By:  /s/ William McNeeley Rosson

Name: William McNeeley Rosson

Title: President and Chief Executive Officer

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ William McNeeley Rosson William McNeeley Rosson	President, Chief Executive Officer and Manager (Principal Executive Officer)
/s/ Mark A. Peters Mark A. Peters	Vice President, Chief Financial Officer and Manager (Principal Financial Officer and Principal Accounting Officer)
/s/ William M. Rosson William M. Rosson	Manager
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	Manager

II-30

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Conwood Holdings, Inc.

By:  /s/ Jeffrey A. Eckmann

Name: Jeffrey A. Eckmann

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	President (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ McDara P. Folan, III McDara P. Folan, III	Director

II-31

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

R.J. Reynolds Tobacco Holdings, Inc.

By:  /s/ Dianne M. Neal

Name: Dianne M. Neal

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Dianne M. Neal Dianne M. Neal	President (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Senior Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)
/s/ McDara P. Folan, III McDara P. Folan, III	Director

II-32

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

RJR Packaging, LLC

By:  /s/ Andrew D. Gilchrist

Name: Andrew D. Gilchrist

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature		Title
/s/ Andrew D. Gilchrist Andrew D. Gilchrist		President (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley		Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
R. J. Reynolds Tobacco Company		Sole Member
By:	/s/ Daniel A. Fawley
Name: Daniel A. Fawley Title: Senior Vice President and Treasurer
/s/ Susan M. Ivey Susan M. Ivey		Director of Sole Member
/s/ Lynn J. Beasley Lynn J. Beasley		Director of Sole Member
/s/ Daniel D. Snyder Daniel D. Snyder		Director of Sole Member

II-33

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

R. J. Reynolds Global Products, Inc.

By:  /s/ Luis R. Davila

Name: Luis R. Davila

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Luis R. Davila Luis R. Davila	President and Director (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer)
/s/ R. Scott Schmalfeldt R. Scott Schmalfeldt	Vice President-Finance (Principal Accounting Officer)
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	Director
/s/ McDara P. Folan, III McDara P. Folan, III	Director
/s/ Marcus S. Shore Marcus S. Shore	Director

II-34

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winston-Salem, State of North Carolina, on October 3, 2006.

Scott Tobacco LLC

By:  /s/ Danny A. Howell

Name: Danny A. Howell

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints McDara P. Folan, III, and Robert A. Emken, Jr., and each of them (with full power to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to (i) act on, sign and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions which may be necessary or appropriate in connection therewith, granting unto each such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each such attorney-in-fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of October 3, 2006.

Signature	Title
/s/ Danny A. Howell Danny A. Howell	President and Manager (Principal Executive Officer)
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)
/s/ William McNeeley Rosson William McNeeley Rosson	Manager
/s/ Jeffrey A. Eckmann Jeffrey A. Eckmann	Manager

II-35

EXHIBIT INDEX

Exhibit No.			Description of Document
	2	.1	Purchase Agreement dated April 24, 2006 by and among Reynolds American, Inc., Reynolds American Inc.’s direct, wholly owned acquisition subsidiary, Pinch Acquisition Corporation, Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, not individually, but solely as co-trustees of those certain separate and distinct trusts listed therein, and GP Investor, L.L.C. (incorporated by reference to Exhibit 2.1 to Reynolds American Inc.’s Form 8-K dated April 24, 2006).
	2	.2	Amendment No. 1, dated as of May 31, 2006, to the Purchase Agreement, dated as of April 24, 2006, by and among Karl J. Breyer, Marshall E. Eisenberg and Thomas J. Pritzker, as trustees, GP Investor, L.L.C., Reynolds American Inc. and Conwood Holdings, Inc. (f/k/a Pinch Acquisition Corporation) (incorporated by reference to Exhibit 2.1 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	3	.1	Amended and Restated Certificate of Incorporation of Reynolds American Inc. (incorporated by reference to Exhibit 1 to Reynolds American Inc.’s Form 8-A filed July 29, 2004).
	3	.2	Amended and Restated Bylaws of Reynolds American Inc. (incorporated by reference to Exhibit 3.1 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	3	.3	Amended and Restated Certificate of Incorporation of R.J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 3.3 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.4	Amended and Restated Bylaws of R.J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 3.4 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.5	Amended and Restated Certificate of Incorporation of RJR Acquisition Corp. (incorporated by reference to Exhibit 3.5 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.6	Bylaws of RJR Acquisition Corp. (incorporated by reference to Exhibit 3.6 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.7	Amended and Restated Articles of Incorporation of R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 3.7 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.8	Amended and Restated Bylaws of R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 3.8 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.9	Certificate of Incorporation of R. J. Reynolds Tobacco Co. (formerly R. J. Reynolds Company), as amended (incorporated by reference to Exhibit 3.9 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.10	By-Laws of R. J. Reynolds Tobacco Co. (formerly R. J. Reynolds Company) (incorporated by reference to Exhibit 3.10 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.11	Certificate of Formation of RJR Packaging, LLC (incorporated by reference to Exhibit 3.11 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.12	Operating Agreement of RJR Packaging, LLC (incorporated by reference to Exhibit 3.12 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.13	Certificate of Incorporation of FHS, Inc. (incorporated by reference to Exhibit 3.13 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.14	Bylaws of FHS, Inc. (incorporated by reference to Exhibit 3.14 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.15	Articles of Incorporation of GMB, Inc. (formerly Interim, Inc.), as amended (incorporated by reference to Exhibit 3.15 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.16	Bylaws of GMB, Inc. (formerly Interim, Inc.) (incorporated by reference to Exhibit 3.16 to Reynolds American Inc.’s Form S-4 filed December 7, 2005).
	3	.17	Restated Articles of Incorporation of Santa Fe Natural Tobacco Company, Inc., as amended.
	3	.18	Restated By-Laws of Santa Fe Natural Tobacco Company, Inc.
	3	.19	Certificate of Incorporation of Lane, Limited (formerly M.D. Tabac, LTD.).
	3	.20	By-Laws of Lane, Limited.
	3	.21	Certificate of Incorporation of Conwood Holdings, Inc. (formerly Pinch Acquisition Corporation), as amended.

Exhibit No.			Description of Document
	3	.22	Bylaws of Conwood Holdings, Inc. (formerly Pinch Acquisition Corporation), as amended.
	3	.23	Certificate of Formation of Conwood Company, LLC.
	3	.24	Limited Liability Company Agreement of Conwood Company, LLC.
	3	.25	Certificate of Formation of Conwood Sales Co., LLC.
	3	.26	Limited Liability Company Agreement of Conwood Sales Co., LLC.
	3	.27	Certificate of Formation of Rosswil LLC.
	3	.28	Limited Liability Company Agreement of Rosswil LLC.
	3	.29	Restated Certificate of Incorporation of R. J. Reynolds Global Products, Inc. (formerly MSSH, Inc. and R.J. Reynolds International Business Group, Inc.), as amended.
	3	.30	Bylaws of R. J. Reynolds Global Products, Inc. (formerly MSSH, Inc. and R.J. Reynolds International Business Group, Inc.), as amended.
	3	.31	Certificate of Formation of Scott Tobacco LLC.
	3	.32	Limited Liability Company Agreement of Scott Tobacco LLC.
	4	.1	Rights Agreement, between Reynolds American Inc. and The Bank of New York, as rights agent (incorporated by reference to Exhibit 3 to Reynolds American Inc.’s Form 8-A filed July 29, 2004).
	4	.2	Amended and Restated Indenture dated as of July 24, 1995, between RJR Nabisco, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to RJR Nabisco, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, filed August 8, 1995).
	4	.3	First Supplemental Indenture and Waiver dated as of April 27, 1999, between RJR Nabisco, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Amended and Restated Indenture dated as of July 24, 1995, between RJR Nabisco, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 10.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.4	Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 10.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.5	Guarantee dated as of May 18, 1999, by R. J. Reynolds Tobacco Company to the holders and to The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, issued in connection with the Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 10.6 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.6	First Supplemental Indenture dated as of December 12, 2000, among RJR Acquisition Corp., R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2000, filed March 1, 2001).
	4	.7	Second Supplemental Indenture dated as of June 30, 2003, among GMB, Inc., FSH, Inc., R. J. Reynolds Tobacco Co., Santa Fe Natural Tobacco Company, Inc., RJR Packaging, LLC, R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed August 8, 2003).

Exhibit No.			Description of Document
	4	.8	Third Supplemental Indenture, dated as of July 30, 2004, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp., GMB, Inc., FHS, Inc., R. J. Reynolds Tobacco Co., RJR Packaging, LLC, BWT Brands, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	4	.9	Fourth Supplemental Indenture, dated July 6, 2005, to Indenture dated May 15, 1999, by and among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and various subsidiaries of Reynolds American Inc. as guarantors, and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s From 8-K dated July 11, 2005).
	4	.10	Fifth Supplemental Indenture dated May 31, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.11	Sixth Supplemental Indenture dated June 20, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.12	Seventh Supplemental Indenture dated September 30, 2006, to Indenture dated May 15, 1999, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated October 2, 2006).
	4	.13	Indenture dated as of May 20, 2002, by and among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 15, 2002).
	4	.14	First Supplemental Indenture dated as of June 30, 2003, among GMB, Inc., FSH, Inc., R. J. Reynolds Tobacco Co., Santa Fe Natural Tobacco Company, Inc., RJR Packaging, LLC, R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated as of May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003, filed August 8, 2003).
	4	.15	Second Supplemental Indenture, dated as of July 30, 2004, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition, GMB, Inc., FSH, Inc., R. J. Reynolds Tobacco Co., RJR Packaging, LLC, BWT Brands, Inc. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee, to the Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp. and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	4	.16	Third Supplemental Indenture dated May 31, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).

Exhibit No.			Description of Document
	4	.17	Fourth Supplemental Indenture dated June 20, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.18	Fifth Supplemental Indenture dated September 30, 2006, to Indenture dated May 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc. and certain subsidiaries of R.J. Reynolds Tobacco Holdings, Inc. as guarantors and The Bank of New York Trust Company, N.A., as successor to The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s form 8-K dated October 2, 2006).
	4	.19	Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.20	First Supplemental Indenture dated September 30, 2006, to Indenture dated May 31, 2006, among Reynolds American Inc. and certain of its subsidiaries as guarantors and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated October 2, 2006).
	4	.21	Form of Reynolds American Inc. old 6.500% Senior Secured Note due 2007 (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.22	Form of Reynolds American Inc. old 7.875% Senior Secured Note due 2009 (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.23	Form of Reynolds American Inc. old 6.500% Senior Secured Note due 2010 (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.24	Form of Reynolds American Inc. old 7.250% Senior Secured Note due 2012 (incorporated by reference to Exhibit 4.4 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.25	Form of Reynolds American Inc. old 7.250% Senior Secured Note due 2013 (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.26	Form of Reynolds American Inc. old 7.300% Senior Secured Note due 2015 (incorporated by reference to Exhibit 4.5 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	4	.27	Form of Reynolds American Inc. old 7.625% Senior Secured Note due 2016 (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.28	Form of Reynolds American Inc. old 7.750% Senior Secured Note due 2018 (incorporated by reference to Exhibit 4.4 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	4	.29	Form of Reynolds American Inc. new 7.250% Senior Secured Notes due 2013, 7.625% Senior Secured Notes due 2016 and 7.750% Senior Secured Notes due 2018.
	4	.30	Form of Reynolds American Inc. new 6.500% Senior Secured Notes due 2007, 7.875% Senior Secured Notes due 2009, 6.500% Senior Secured Notes due 2010, 7.250% Senior Secured Notes due 2012 and 7.300% Senior Secured Notes due 2015.
	5	.1	Opinion of Kilpatrick Stockton LLP regarding the validity of securities being registered.
	5	.2	Opinion of Betzer, Roybal & Eisenberg P.C., special New Mexico counsel.
	10	.1	Fourth Amended and Restated Credit Agreement, dated as of May 31, 2006, among Reynolds American Inc., the agents and other parties named therein, and the lending institutions listed from time to time on Annex I thereto (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.2	Second Amended and Restated Pledge Agreement, dated as of May 31, 2006, among Reynolds American Inc., certain of its subsidiaries as pledgors and JPMorgan Chase Bank, N.A. as collateral agent (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.3	Second Amended and Restated Security Agreement, dated as of May 31, 2006, among Reynolds American Inc., certain of its subsidiaries as assignors and JPMorgan Chase Bank, N.A. as collateral agent (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).

Exhibit No.			Description of Document
	10	.4	Fifth Amended and Restated Subsidiary Guaranty, dated as of May 31, 2006, among certain of the subsidiaries of Reynolds American Inc. as guarantors and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.4 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.5	Form of First Amended and Restated Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (North Carolina) made as of May 31, 2006, by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee (incorporated by reference to Exhibit 10.5 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.6	Form of First Amended and Restated Deed to Secure Debt, Security Agreement, Assignment of Leases, Rents and Profits (Bibb County, Georgia) made as of May 31, 2006, by R. J. Reynolds Tobacco Company, as the Grantor, to JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Secured Creditors, as the Grantee (incorporated by reference to Exhibit 10.6 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.7	Form of First Amended and Restated Mortgage, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Cherokee County, South Carolina) made as of May 31, 2006, by R. J. Reynolds Tobacco Company, as the Mortgagor, to JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent for the Secured Creditors, as the Mortgagee (incorporated by reference to Exhibit 10.7 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.8	Formation Agreement, dated as of July 30, 2004, among Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.), Brown & Williamson U.S.A., Inc. (n/k/a R. J. Reynolds Tobacco Company) and Reynolds American Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.9	Governance Agreement, dated as of July 30, 2004, among British American Tobacco p.l.c., Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) and Reynolds American Inc. (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.10	Amendment No. 1 to the Governance Agreement, dated as of November 18, 2004, among British American Tobacco p.l.c., Brown & Williamson Holdings, Inc. and Reynolds American Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated November 18, 2004).
	10	.11	Non-Competition Agreement, dated as of July 30, 2004, between Reynolds American Inc. and British American Tobacco p.l.c. (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.12	Contract Manufacturing Agreement, dated as of July 30, 2004, by and between R. J. Reynolds Tobacco Company and BATUS Japan, Inc. (incorporated by reference to Exhibit 10.4 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.13	October 2005 Amendments to the Contract Manufacturing Agreement, dated as of July 30, 2004, by and between R. J. Reynolds Tobacco Company and BATUS Japan, Inc. (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed November 3, 2005).
	10	.14	Contract Manufacturing Agreement, dated as of July 30, 2004, by and between R. J. Reynolds Tobacco Company and B.A.T. (U.K. & Export) Limited (incorporated by reference to Exhibit 10.5 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.15	Purchase Agreement dated as of March 9, 1999, as amended and restated as of May 11, 1999, among R. J. Reynolds Tobacco Company, RJR Nabisco, Inc. and Japan Tobacco Inc. (incorporated by reference to Exhibit 2.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 12, 1999).
	10	.16	Tax Sharing Agreement dated as of June 14, 1999, among RJR Nabisco Holdings Corp., R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company and Nabisco Holdings Corp. (incorporated by reference to Exhibit 10.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated June 14, 1999).

Exhibit No.			Description of Document
	10	.17	Amendment to Tax Sharing Agreement dated June 25, 2000, among Nabisco Group Holdings Corp., R.J. Reynolds Tobacco Holdings, Inc., Nabisco Holdings Corp. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed August 7, 2000).
	10	.18	Agreement dated as of May 20, 1999, among Pension Benefit Guaranty Corporation, RJR Nabisco Holdings Corp. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.16 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).
	10	.19	Amendment effective as of June 14, 1999, to the Agreement effective as of May 20, 1999, by and among the Pension Benefit Guaranty Corporation, R.J. Reynolds Tobacco Holdings, Inc. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed August 7, 2000).
	10	.20	Second Amendment effective as of January 7, 2002, to the Agreement effective as of May 20, 1999, by and among the Pension Benefit Guaranty Corporation, R.J. Reynolds Tobacco Holdings, Inc. and R. J. Reynolds Tobacco Company (incorporated by reference to Exhibit 10.9 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2001, filed February 28, 2002).
	10	.21	Settlement Agreement dated August 25, 1997, between the State of Florida and settling defendants in The State of Florida v. American Tobacco Co. (incorporated by reference to Exhibit 2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated August 25, 1997).
	10	.22	Comprehensive Settlement Agreement and Release dated January 16, 1998, between the State of Texas and settling defendants in The State of Texas v. American Tobacco Co. (incorporated by reference to Exhibit 2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated January 16, 1998).
	10	.23	Settlement Agreement and Release in re: The State of Minnesota v. Philip Morris, Inc., by and among the State of Minnesota, Blue Cross and Blue Shield of Minnesota and the various tobacco company defendants named therein, dated as of May 8, 1998 (incorporated by reference to Exhibit 99.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1998, filed May 15, 1998).
	10	.24	Settlement Agreement and Stipulation for Entry of Consent Judgment in re: The State of Minnesota v. Philip Morris, Inc., by and among the State of Minnesota, Blue Cross and Blue Shield of Minnesota and the various tobacco company defendants named therein, dated as of May 8, 1998 (incorporated by reference to Exhibit 99.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1998, filed May 15, 1998).
	10	.25	Form of Consent Judgment by Judge Kenneth J. Fitzpatrick, Judge of District Court in re: The State of Minnesota v. Philip Morris, Inc. (incorporated by reference to Exhibit 99.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 30, 1998, filed May 15, 1998).
	10	.26	Stipulation of Amendment to Settlement Agreement and for Entry of Agreed Order dated July 2, 1998, by and among the Mississippi Defendants, Mississippi and the Mississippi Counsel in connection with the Mississippi Action (incorporated by reference to Exhibit 99.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 14, 1998).
	10	.27	Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree dated July 24, 1998, by and among the Texas Defendants, Texas and the Texas Counsel in connection with the Texas Action (incorporated by reference to Exhibit 99.4 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 14, 1998).
	10	.28	Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree dated September 11, 1998, by and among the State of Florida and the tobacco companies named therein (incorporated by reference to Exhibit 99.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, filed November 12, 1998).

Exhibit No.			Description of Document
	10	.29	Master Settlement Agreement, referred to as the MSA, dated November 23, 1998, between the Settling States named in the MSA and the Participating Manufacturers also named therein (incorporated by reference to Exhibit 4 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated November 23, 1998).
	10	.30	Amended and Restated Directors and Officers Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.31	Reynolds American Inc. Outside Directors’ Benefit Summary (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated September 13, 2006).
	10	.32	Amended and Restated Equity Incentive Award Plan for Directors of Reynolds American Inc., referred to as the EIAP.
	10	.33	Form of Deferred Stock Unit Agreement between Reynolds American Inc. and the Director named therein, pursuant to the EIAP (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated August 30, 2004).
	10	.34	Form of Deferred Stock Unit Agreement between R.J. Reynolds Tobacco Holdings, Inc. and the Director named therein, pursuant to the EIAP (incorporated by reference to Exhibit 10.9 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).
	10	.35	Form of Stock Option Agreement (Initial) between R.J. Reynolds Tobacco Holdings, Inc. and the Director named therein, pursuant to the EIAP (incorporated by reference to Exhibit 10.10 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, filed August 16, 1999).
	10	.36	Amended and Restated Deferred Compensation Plan for Directors of Reynolds American Inc. (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.37	Amendment No. 1 to Deferred Compensation Plan for Directors of Reynolds American Inc., amended and restated effective February 2, 2005, dated July 19, 2006 (incorporated by reference to Exhibit 10.12 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006).
	10	.38	Amended and Restated Reynolds American Inc. Long-Term Incentive Plan (incorporated by reference to Exhibit 10.42 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.39	Form of Tandem Restricted Stock/ Stock Option Agreement dated July 28, 1999, between R.J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (incorporated by reference to Exhibit 10.4 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 1999, filed November 12, 1999).
	10	.40	Amendment No. 1 to Tandem Restricted Stock/ Stock Option Agreement dated July 28, 1999, dated December 5, 2001 (incorporated by reference to Exhibit 10.32 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2001, filed February 28, 2002).
	10	.41	Form of Amendment No. 2 to Tandem Restricted Stock/ Stock Option Agreement dated as of April 24, 2002, amending the Tandem Restricted Stock/ Stock Option Agreements dated June 15 and July 28, 1999, between R.J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (incorporated by reference to Exhibit 10.3 to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, filed August 6, 2002).
	10	.42	Amendment No. 3 to Tandem Restricted Stock/ Stock Option Agreements dated December 10, 2002, amending the Tandem Restricted Stock/ Stock Option Agreements dated June 15 and July 28, 1999 (incorporated by reference to Exhibit 10.35 to R.J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed March 3, 2003).
	10	.43	Form of Performance Unit Agreement (one-year vesting) dated February 9, 2006, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated February 9, 2006).

Exhibit No.			Description of Document
	10	.44	Form of Performance Share Agreement dated August 31, 2004, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated August 31, 2004).
	10	.45	Form of Performance Unit Agreement (three-year vesting) dated March 2, 2005, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated March 2, 2005).
	10	.46	Form of Performance Share Agreement, dated March 2, 2005, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K, dated March 2, 2005).
	10	.47	Offer of Employment Letter, dated July 29, 2004, by Reynolds American Inc. and Susan M. Ivey, accepted by Ms. Ivey on July 30, 2004 (incorporated by reference to Exhibit 10.22 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed November 5, 2004).
	10	.48	Letter Agreement regarding Severance Benefits and Change of Control Protections dated October 7, 2004, between Reynolds American Inc. and Susan M. Ivey (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated October 7, 2004).
	10	.49	Offer of Employment Letter dated July 29, 2004, by Reynolds American Inc. and Jeffrey A. Eckmann, accepted by Mr. Eckmann on July 29, 2004 (incorporated by reference to Exhibit 10.24 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed November 5, 2004).
	10	.50	Letter Agreement, dated February 2, 2005, between Reynolds American Inc. and Jeffrey A. Eckmann, amending July 29, 2004 offer letter (incorporated by reference to Exhibit 10.5 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.51	Offer of Employment Letter dated August 18, 2006, by Reynolds American Inc. and E. Julia Lambeth, accepted by Ms. Lambeth on August 19, 2006 (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated August 19, 2006).
	10	.52	Form of Amended Letter Agreement regarding Severance Benefits and Change of Control Protections between Reynolds American Inc. and the officer named therein (incorporated by reference to Exhibit 10.6 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.53	Reynolds American Inc. Annual Incentive Award Plan, as amended (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated November 30, 2005).
	10	.54	Amendment No. 1 to Annual Incentive Award Plan, amended and restated as of January 1, 2006, dated July 18, 2006 (incorporated by reference to Exhibit 10.11 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006).
	10	.55	Retention Trust Agreement dated May 13, 1998, by and between RJR Nabisco, Inc. and Wachovia Bank, N.A. (incorporated by reference to R.J. Reynolds Tobacco Holdings, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1998, filed August 14, 1998).
	10	.56	Amendment No. 1 to Retention Trust Agreement dated October 1, 2006, by and between R.J. Reynolds Tobacco Holdings, Inc. (formerly RJR Nabisco, Inc.) and Wachovia Bank, N.A.
	10	.57	Supplemental Pension Plan for Executives of Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (as amended through July 29, 2004) (incorporated by reference to Exhibit 10.67 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.58	Form of Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) Trust Agreement for the executive officer named therein (incorporated by reference to Exhibit 10.68 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.59	Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) Health Care Plan for Salaried Employees (as amended through July 29, 2004 by amendment nos. 1 and 2) (incorporated by reference to Exhibit 10.69 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).

Exhibit No.			Description of Document
	10	.60	Amendment No. 3, entered into as of December 31, 2004, to the Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) Health Care Plan for Salaried Employees (incorporated by reference to Exhibit 10.70 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.61	Supply Agreement, dated May 2, 2005, by and between R. J. Reynolds Tobacco Company and Alcan Packaging Food and Tobacco Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated May 2, 2005).
	10	.62	First Amendment to Supply Agreement, dated September 16, 2005, by and between R. J. Reynolds Tobacco Company and Alcan Packaging Food and Tobacco Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed November 3, 2005).
	10	.63	Supply Agreement, dated May 2, 2005, by and between R. J. Reynolds Tobacco Company and Alcoa Flexible Packaging, LLC (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated May 2, 2005).
	10	.64	Supply Agreement, dated May 2, 2005, by and between R. J. Reynolds Tobacco Company and Mundet Inc. (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated May 2, 2005).
	10	.65	Registration Rights Agreement dated June 29, 2005, by and among R.J. Reynolds Tobacco Holdings, Inc, the guarantors listed in Schedule 1 thereto, Citigroup Capital Markets Inc., J.P. Morgan Securities Inc. and the initial purchasers named in Schedule 2 thereto (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	10	.66	Performance Unit Agreement, dated March 6, 2006, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006).
	10	.67	Restricted Stock Agreement, dated March 6, 2006, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.4 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed May 5, 2006).
	10	.68	Commitment Letter dated April 24, 2006, by and among Lehman Brothers Commercial Bank, Lehman Brothers Inc., JPMorgan Chase Bank, N.A., J.P. Morgan Securities Inc. and Reynolds American Inc. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated April 24, 2006).
	10	.69	Purchase Agreement, dated May 18, 2006, by and among Reynolds American Inc., the guarantors listed therein, and Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., for themselves and as representatives of the initial purchasers listed therein (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2006, filed August 4, 2006).
	10	.70	Registration Rights Agreement, dated May 31, 2006, by and among Reynolds American Inc., the guarantors listed in Schedule 1 thereto, Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., and the initial purchasers named in Schedule 2 thereto (incorporated by reference to Exhibit 10.8 to Reynolds American Inc.’s Form 8-K dated May 31, 2006).
	10	.71	Registration Rights Agreement, dated June 20, 2006, by and among Reynolds American Inc., the guarantors listed in Schedule 1 thereto, and The Bank of New York Trust Company, N.A. (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated June 20, 2006).
	10	.72	Subsidiary Assumption and Joinder Agreement dated as of September 30, 2006, among JPMorgan Chase Bank, N.A., as administrative agent, R. J. Reynolds Global Products, Inc., RJR Packaging, LLC and Scott Tobacco LLC (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated October 2, 2006).
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
	21	.1	Subsidiaries of Reynolds American Inc.
	23	.1	Consent of KPMG LLP, Greensboro, North Carolina.
	23	.2	Consent of KPMG LLP, Memphis, Tennessee.

Exhibit No.			Description of Document
	23	.3	Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
	23	.4	Consent of Betzer, Roybal & Eisenberg P.C. (included in Exhibit 5.2).
	24	.1	Powers of Attorney of the Registrants (included on signature pages of this Part II).
	25	.1	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 6.500% Senior Secured Notes due 2007.
	25	.2	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.875% Senior Secured Notes due 2009.
	25	.3	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 6.500% Secured Notes due 2010.
	25	.4	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.250% Senior Secured Notes due 2012.
	25	.5	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.250% Senior Secured Notes due 2013.
	25	.6	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.300% Secured Notes due 2015.
	25	.7	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.625% Senior Secured Notes due 2016.
	25	.8	Form T-1 Statement of Eligibility and Qualification of The Bank of New York Trust Company, N.A., as trustee with respect to the new 7.750% Senior Secured Notes due 2018.
	99	.1	Form of Letter of Transmittal.
	99	.2	Form of Notice of Guaranteed Delivery.
	99	.3	Form of Notice to Investors.
	99	.4	Form of Notice to Broker Dealers.

EX-3.17

Exhibit 3.17

RESTATED ARTICLES OF INCORPORATION OF

SANTA FE NATURAL TOBACCO COMPANY, INC.

     The undersigned, acting as Vice President of SANTA FE NATURAL TOBACCO COMPANY, INC., a New Mexico corporation, hereby restates the Articles of Incorporation of such corporation pursuant to the provisions of Section 53-13-7 of the New Mexico Business Corporation Act:

ARTICLE I: NAME

     The name of the corporation is SANTA FE NATURAL TOBACCO COMPANY, INC.

ARTICLE II: DURATION

     The period of its duration is perpetual.

ARTICLE III: PURPOSE

     The purposes of the Corporation are (i) to manufacture, market and distribute cigarettes and other tobacco products; (ii) to engage in businesses ancillary to the foregoing; and (iii) to engage in any other activity or business permitted by law.

ARTICLE IV: STOCK

     The aggregate number of authorized shares which the corporation shall have authority to issue is FIVE HUNDRED THOUSAND (500,000) shares of common stock, each for the minimum consideration authorized by the Board of Directors. All such stock shall be designated NO PAR VALUE.

ARTICLE V: CUMULATIVE VOTING

     At all elections of directors of this Corporation, each shareholder shall be entitled to as many votes as shall equal the number of votes which (except for those provisions as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock, multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as be may see fit. This right, when exercised, shall be termed cumulative voting.

ARTICLE VI: PREEMPTIVE RIGHTS

     No shareholder of this Corporation, of any class, shall have any preemptive or preferential right to acquire additional shares of any class of the Corporation’s stock, whether now or

hereafter authorized, or to any obligations convertible into shares in the Corporation, issued or sold, nor any right of subscription to any thereof other than such, if any, as the Board of Directors, in its discretion, may from time to time determine and at such price as the Board of Directors may from time to time fix.

ARTICLE VII: DIVIDENDS

     The Directors of the Corporation shall have the right to declare the amount and time of paying any dividends.

ARTICLE VIII: REGISTERED OFFICE AND AGENT

     The address of the Corporation’s registered office is 1368 Cerrillos Rd., Santa Fe, New Mexico 87504, and the name of its initial registered agent at the same address is Robin Sommers.

ARTICLE IX: INITIAL BOARD OF DIRECTORS

     The number of directors constituting the initial Board of Directors is one (1), and the name and address of the person who is to serve as Director until the first Annual Meeting of Shareholders or until his successor is elected and qualified is:

Name	Address
Robin Sommers	430 West Manhattan Avenue
	Santa Fe, NM 87501

ARTICLE X: BYLAWS

     The initial Bylaws of the Corporation shall be adopted by the Board of Directors. After the adoption of the initial Bylaws of the Corporation, the power to alter or amend or repeal the Bylaws of the Corporation and to adopt new Bylaws of the Corporation shall be vested in the Board of Directors, provided that no provision limiting or restricting the right of shareholders to dispose of their stock, other than the requirement that such shares be sold or transferred in accordance with federal and state securities laws, shall be added to the Bylaws of the Corporation without the approval of the holders of the majority of the outstanding stock of the Corporation; and provided further, that the provisions relating to the duties and authority of the President of the Corporation, and the limitations thereon, may not be amended without the approval of the holders of a majority of the outstanding stock of the Corporation.

ARTICLE XI: ORGANIZATIONAL MEETING OF THE BOARD OF DIRECTORS

     Upon the filing of the Articles of Incorporation with the New Mexico Corporation Commission, an organizational meeting of the Directors names herein will be held at the Corporation’s principal office or such other place of business in the State of New Mexico as the Directors names herein shall agree upon for the purpose of adopting the initial Bylaws of the

2

Corporation, electing officers, and conducting such other business as shall come before the meeting.

ARTICLE XII: INCORPORATOR

     The name and address of the initial incorporator is:

Robin Sommers
430 West Manhattan Avenue Santa
Fe, New Mexico 87501

ARTICLE XIII: INDEMNIFICATION

     The Corporation is expressly authorized to indemnify each director, officer and/or employee or former director, officer and/or employee of the Corporation, or any person who has served at the request of the Corporation as a director or officer of another corporation in which the Corporation owns shares of stock or of which it is a creditor, and the personal representatives of any such persons, against costs and expenses actually and necessarily incurred by such person in connection with the defense of any action or proceeding in which such person is made a party by reason of being or having been a director, officer and/or employee, except in relation to matters as to which such person is adjudged in such action or proceeding to be liable for actual fraud in the performance of his or her duties. Such indemnification shall not be deemed exclusive of any other rights to which the director, officer and/or employee is entitled under any Bylaw, agreement, vote of shareholders, or otherwise. Furthermore, the Corporation is authorized to pay the costs and expenses of any such action or proceeding against any such person described above immediately upon the incurrence of any such cost or expense, such indemnification not being limited to reimbursement only of such cost or expense incurred and paid by any such director, officer and/or employee; provided, however, that if such person is adjudged in any action or proceeding to be liable for actual fraud in the performance of his or her duties, such person shall be liable to repay the Corporation for any such costs or expenses incurred and paid by the Corporation. The Board of Directors of the Corporation may establish special funds or reserves, or purchase insurance, or approve such other methods as is deemed necessary, proper and desirable to provide for such indemnification.

     The foregoing RESTATED ARTICLES OF INCORPORATION OF SANTA FE NATURAL TOBACCO COMPANY, INC. correctly set forth without change the corresponding provisions of the Articles of Incorporation of ROBIN SOMMERS MARKETING, INC., as the same have been amended from time to time. The foregoing RESTATED ARTICLES OF INCORPORATION OF SANTA FE NATURAL TOBACCO COMPANY, INC. supersede the original Articles of Incorporation of ROBIN SOMMERS MARKETING, INC. and all amendments thereto.

3

     DATED this 7^th day of September, 1995.

     SANTA FE NATURAL TOBACCO COMPANY, INC.

	/s/ Christopher Webster
By:	Christopher Webster
	Vice President
	/s/ Elizabeth Rice
By:	Elizabeth Rice
	Secretary

     Under penalty of perjury, the undersigned declares that the foregoing document was executed by the Corporation and that the statements contained therein are true and correct to the best of my knowledge.

		/s/ Christopher Webster
		Christopher Webster, Vice President
STATE OF NEW MEXICO	)
	) ss.
COUNTY OF SANTA FE	)

     On the 7^th day of September, 1995, before me, a Notary Public in and for the State and County aforesaid, personally appeared Christopher Webster and Elizabeth Rice who executed the aforesaid Restated Articles of Incorporation of SANTA FE NATURAL TOBACCO COMPANY, INC. as the Vice President and Secretary thereof.

     /s/ Frances Haynie

Notary Public

My Commission Expires

September 9, 1995

Seal

4

Santa Fe Natural Tobacco Company, Inc.

ARTICLES OF AMENDMENT

     These Articles of Amendment are executed on behalf of Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation formed under the provisions of the New Mexico Business Corporation Act, in accordance with Section 53-13-4 N.M.S.A. 1978 (1993 Repl. Pamp.):

A.	The name of the Corporation is Santa Fe Natural Tobacco Company, Inc.
B.	The amendment to the Articles of Incorporation of the Corporation is as follows:
	Article X of the Articles of Incorporation of the Corporation is amended to read in its entirety as follows:
	The initial Bylaws of the Corporation shall be adopted by the Board of Directors. After the adoption of the initial Bylaws of the Corporation, the power to alter or amend or repeal the Bylaws of the Corporation and to adopt new Bylaws of the Corporation shall be vested in the Board of Directors, provided that no provision limiting or restricting the right of shareholders to dispose of their stock, other than the requirement that such shares be sold or transferred in accordance with federal and state securities laws, shall be added to the Bylaws of the Corporation without the approval of holders of the majority of the outstanding stock of the Corporation.
C.	The date of the adoption of the amendment by the shareholders of the Corporation: June 25, 2001;
D.	The number of shares outstanding and entitled to vote for the foregoing amendment was one hundred forty-nine thousand, nine hundred forty-five (149,945) shares of capital stock; and
E.	The number of shares voted for the foregoing amendment was one hundred twenty-seven thousand, three hundred twenty-six (127,326) shares. One thousand four hundred eleven (1,411) shares were voted against the amendment.

     These Articles of Amendment are executed this 12^th day of September, 2001 on behalf of the Corporation by Robin Sommers, its President, and S. I. Betzer, Jr., its Secretary.

		/s/ Robin Sommers
		Robin Sommers, President
		/s/ S.I. Betzer, Jr.
		S.I. Betzer, Jr., Secretary
VERIFICATION
STATE OF NEW MEXICO	)
	) SS:
COUNTY OF SANTA FE	)

     On this 12^th day of September, 2001, before me, a Notary Public in and for the State and County aforesaid, personally appeared S. I. Betzer, Jr., who is known to me to be the undersigned person and who, being by me duly sworn, acknowledged to me that he has read the Articles of Amendment, knows the contents thereof and that the matters and things therein set forth are true of his own knowledge.

     /s/ S.I. Betzer, Jr.

S. I. Betzer, Jr.

SUBSCRIBED AND SWORN TO before me this 12^th day of September, 2001.

     /s/ Jeanne Dvorak

Notary Public

My commission expires:

March 9, 2002

6

ARTICLES OF MERGER

OF

FIESTA ACQUISITION CORP.

INTO

SANTA FE NATURAL TOBACCO COMPANY, INC.

January 16, 2002

     The undersigned, Fiesta Acquisition Corp. (“Fiesta”) and Santa Fe Natural Tobacco Company, Inc. (“Santa Fe”) do hereby certify pursuant to Section 53-14-4 of the New Mexico Business Corporation Act:

     FIRST: The complete executed Plan of Merger pursuant to which Fiesta will be merged with and into Santa Fe is set forth in Exhibit A attached hereto and made a part hereof.

     SECOND: The number of shares of each of the corporations outstanding is set forth below:

Name	Shares
Fiesta Acquisition Corp.	1,000 shares of common stock
Santa Fe Natural Tobacco Company, Inc.	149,925 shares of common stock

     THIRD: The number shares of each of the corporations voted “for” and “against” the merger is set forth below:

Name	“For”	“Against”
Fiesta Acquisition Corp.	1,000 shares of common stock	0 shares of common stock
Santa Fe Natural Tobacco	141,531 shares of common	8,394 shares of common
Company, Inc.	stock	stock

     FOURTH: The adoption plan and performance of its terms has been duly approved by the board of directors of Santa Fe and recommended to the shareholders for approval.

     IN WITNESS WHEREOF, each of the undersigned corporations has caused these Articles of Merger to be executed by its authorized officers as of this 16^th day of January, 2002.

FIESTA ACQUISITION CORP.
By:	/s/ Charles A. Blixt
Name:	Charles A. Blixt
Title:	President
SANTA FE NATURAL TOBACCO CORPORATION,
By:	/s/ Robin Sommers
Name:	Robin Sommers
Title:	President and CEO

8

AGREEMENT AND PLAN OF MERGER

among

RJ. REYNOLDS TOBACCO HOLDINGS, INC.,

FIESTA ACQUISITION CORP.,

and

SANTA FE NATURAL TOBACCO COMPANY, INC.

Dated as of December 11, 2001

TABLE OF CONTENTS

	Page
ARTICLE I DEFINED TERMS		1
ARTICLE II THE MERGER		10
2.01. The Merger		10
2.02. Effective Time of the Merger		10
2.03. Articles of Incorporation		10
2.04. Conversion of Shares		11
2.05. Escrow		12
2.06. Stock Transfer Books		12
2.07. Exchange of Certificates		12
2.08. Dissenting Shares		14
2.09. Further Assurances		14
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SFNTC		15
3.01. Organization; Good Standing; Power, Etc.		15
3.02. Authorization of Agreement Etc.		15
3.03. Capitalization		17
3.04. Absence of Certain Changes or Events		18
3.05. Financial Statements; Not Undisclosed Liabilities		20
3.06. Material Contracts		21
3.07. Tax Matters		21
3.08. Intellectual Property		24
3.09. Title to Properties: Absence of Liens and Encumbrances: Leases, etc.		27
3.10. Pension and Other Employee Benefit Plans and Agreements		28
3.11. Litigation and Compliance		31
3.12. Insurance		32
3.13. Brokers and Finders		32
3.14. Environmental Matters		32
3.15. Affiliate Transactions		32
3.16. Board Approval: Opinion of Financial Advisor		33
3.17. Required Vote		33
3.18. Employment Matters		33
3.19. Proxy Statement		33
3.20. Termination of Rothmans Agreement		34
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF RJR AND SUBCO		34
4.01. Organization, Good Standing, Power, Etc.		34
4.02. Authorization of Agreement, Etc.		34
4.03. Brokers and Finders		35
4.04. SubCo.		35
4.05. Information Supplied		36
4.06. Financial Capability		36

i

	Page
ARTICLE V COVENANTS OF SFNTC		36
5.01. Approvals		36
5.02. Investigation by RJR		36
5.03. No Shop		37
5.04. Conduct of Business		40
5.05. No Charter Amendments		42
5.06. No Issuance or Disposition of Securities		42
5.07. No Dividends		42
5.08. No Disposal of Property		42
5.09. No Acquisitions		43
5.10. No Cancellation of Indebtedness		43
5.11. Payment of Liabilities		43
5.12. Employee Plans		43
5.13. Settlement of Litigation		44
5.14. Shareholders Meeting		44
5.15. Notice and Cure		44
5.16. Cooperation of Management Pending Merger		44
5.17. Furnish Information for RJR Statements		45
5.18. Proxy Statement		45
5.19. Intercompany Obligations		45
5.20. RSM Licenses		45
5.21. Employment Agreement Amendment		45
5.22. Stock Appreciation Rights		46
ARTICLE VI COVENANTS OF RJR		46
6.01. Approvals		46
6.02. Notice and Cure		46
6.03. Cooperation of Management Pending Merger		46
6.04. Furnish Information for SFNTC Statements		47
6.05. Employee Bonuses		47
ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF RJR, SUBCO AND SFNTC		47
7.01. HSR Approval		47
7.02. Shareholder Approval		47
7.03. Restraints		47
ARTICLE VIII CONDITIONS PRECEDENT TO OBLIGATIONS OF RJR AND SUBCO		48
8.01. Accuracy of Representations and Warranties		48
8.02. Performance of Covenants, Agreements and Conditions		48
8.03. Officers’ Certificate, Etc.		48
8.04. Voting Agreement		48
8.05. Opinion of SFNTC Counsel		48
8.06. No Material Adverse Change		48
8.07. Certain Actions, etc.		49
8.08. Debt Repayment		49

ii 

	Page
8.09. Dissenting Shareholders		49
8.10. Consents and Approvals		49
8.11. Material Adverse Effect Due to Firm		49
ARTICLE IX CONDITIONS PRECEDENT TO OBLIGATIONS OF SFNTC		49
9.01. Accuracy of Representations and Warranties		49
9.02. Performance of Covenants, Agreements and Conditions		50
9.03. Officers’ Certificates, Etc.		50
9.04. Opinion of Counsel for RJR		50
ARTICLE X TERMINATION, AMENDMENTS AND WAIVER		50
10.01. Termination		50
10.02. Effect of Termination		51
10.03. Amendment		51
10.04. Waiver		52
ARTICLE XI OTHER AGREEMENTS; SURVIVAL OF REPRESENTATIONS AND WARRANTIES		52
11.01. Confidentiality		52
11.02. Public Announcement		52
11.03. Certain Indemnification		52
11.04. Additional Agreements		53
11.05. Termination Fee		53
11.06. Available Remedial		54
11.07. Survival of Representations, Warranties and Covenants		54
11.08. Certain Definitional		55
11.09. Indemnification		55
11.10. Limitation on Liability		56
11.11. Defense of Claims		57
ARTICLE XII MISCELLANEOUS		58
12.01. Closing		58
12.02. Expenses		59
12.03. Notices		59
12.04. Entire Agreement		60
12.05. Binding Effect; Benefits		60
12.06. Assignment		60
12.07. Applicable Law		60
12.08. Jurisdiction; Consent to Service of Process		60
12.09. Waiver of Jury Trial		61
12.10. Article and Section Heading		61
12.11. Construction		61
12.12. Severability		61
12.13. Incorporation of Exhibit, Rules and Disclosure Letters		62
12.14. Counterparts		62

iii 

LIST OF EXHIBITS AND SCHEDULES

Exhibits

Exhibit A — Net Worth Adjustment
Exhibit B — Legal Opinions

iv 

AGREEMENT AND PLAN OF MERGER

          This Agreement and Plan of Merger is dated December 11, 2001 (this “Agreement”), by and among R.J. Reynolds Tobacco Holdings, Inc. a Delaware corporation (“RJR”), Fiesta Acquisition Corp., a New Mexico corporation (“SubCo”) and Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation (“SFNTC”).

          WHEREAS, the Boards of Directors of RJR, SubCo and SFNTC deem it advisable and in the best interests of their respective corporations that SubCo be merged with and into SFNTC; and

          WHEREAS, the Boards of Directors of RJR, SFNTC and SubCo, by resolutions duly adopted, have approved this Agreement providing for the merger of SubCo with and into SFNTC (the “Merger”), with SFNTC surviving such Merger as a wholly-owned subsidiary of RJR; and

          WHEREAS, in order to induce RJR and SubCo to enter into this Agreement, concurrently with the execution and delivery hereof, RJR and certain of SFNTC’s shareholders (who beneficially own approximately 61.85% of the outstanding SFNTC Shares), are entering into the Voting Agreement, SFNTC and Messrs. Sommers and Park are entering into Non-Competition Agreements, and RJR, Messrs. Sommers and Park and the Escrow Agent are entering into the Escrow Agreement; and

          WHEREAS, RJR, SubCo and SFNTC desire to make certain representations, warranties, covenants and agreements in connection with the transactions contemplated by this Agreement and to prescribe various conditions precedent to such transactions;

          NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and agreements herein set forth, the parties to this Agreement have agreed, and hereby agree subject to the terms and conditions hereinafter set forth, as follows:

ARTICLE I

DEFINED TERMS

For purposes of this Agreement:

“Affiliate” shall mean with respect to any Person, each other Person that directly or indirectly (through one or more intermediaries or otherwise) controls, is controlled by, or is under common control with such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the actual power to direct or cause the direction of the management policies of a Person, whether through the ownership of stock, by contract, credit arrangement or otherwise.

“Agreement” shall mean this Agreement and Plan of Merger (including the exhibits, schedules and SFNTC Disclosure Letter which are attached hereto or referred to herein), as it may be amended or supplemented at any time and from time to time after the date hereof.

“Artwork” shall have the meaning ascribed in Section 3.08.

“Balance Sheet Date” shall have the meaning ascribed in Section 3.05.

“BCANM” shall mean the Business Corporation Act of New Mexico (Sections 53-11-1 through 53-18-12 NMSA 1978), as amended.

“Business Day” shall mean any day other than a day on which commercial banks are authorized or required to close in Santa Fe, New Mexico or New York, New York.

“Certificate” shall have the meaning ascribed in Section 2.07.

“Closing” shall mean the consummation of the Merger in accordance with the provisions of this Agreement.

“Closing Date” shall mean the date on which the Closing occurs.

“Competing Proposal” shall have the meaning ascribed in Section 5.03.

“Delaware Court” shall have the meaning ascribed in Section 12.08.

“Direct Claim” shall have the meaning ascribed in Section 11.11.

“Dissenting Shareholder” shall have the meaning ascribed in Section 2.08.

“Dissenting Shares” shall have the meaning ascribed in Section 2.08.

“Domain Names” shall have the meaning ascribed in Section 3.08.

“Effective Time” shall have the meaning ascribed in Section 2.02.

“Employee Plans” shall mean all plans, arrangements, agreements, programs, policies or practices, whether oral or written, formal or informal, funded or unfunded, maintained for current or former employees, directors or consultants, including, without limitation:

(a)	any employee benefit plan (as defined in Section 3(3) of ERISA) or material fringe benefit plan (as defined in Section 6039D of the Tax Code);
(b)	any individual employment or consulting agreement
(c)	any retirement savings plan, pension plan or compensation plan, including, without limitation, any defined benefit pension plan, defined contribution pension plan, group registered retirement savings plan or supplemental pension or retirement income plan;
(d)	any bonus, profit sharing, deferred compensation, incentive compensation, stock compensation, stock purchase, hospitalization, health, drug, dental, legal disability, insurance (including without limitation unemployment insurance), vacation pay, severance pay or other benefit plan, arrangement or practice with

2

	respect to employees or former employees, individuals working on contract, or other individuals providing services of a kind normally provided by employees; and
(e)	where applicable, all statutory plans.

“Entity” shall mean and include a company, a partnership, a limited partnership, a joint venture, a limited liability company, a corporation, a trust, an unincorporated organization and a Government.

“Environmental Condition” shall mean and include the generation, discharge, emission, release or threatened release into the environment (including without limitation ambient air, surface water, groundwater or land), spill, receiving, handling, use, storage, containment, treatment, transportation, shipment or disposition prior to the Closing of any Hazardous Substance by any Person (or their predecessors) which has resulted in or may result in response action under any Environmental Laws or as to which any liability is currently or may in the future be imposed on any Person based on conditions existing prior to the Closing or the actions or omissions prior to the Closing of any Person (or their predecessors) with respect to any Hazardous Substance or reporting with respect thereto.

“Environmental Laws” shall mean federal, state and local laws, statutes, ordinances, rules, regulations, orders, decrees or directives regulating or pertaining to the generation, discharge, emission, release or threatened release into the environment (including without limitation ambient air, surface water, groundwater or land), spills, receiving, handling, use, storage, containment, treatment, transportation, shipment, disposition or remediation or clean-up of any Hazardous Substance, as such laws are amended and in effect as of the date hereof including without limitation the following laws of the United States: the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act of 1980; the Resource Conservation and Recovery Act of 1976; and the Toxic Substances Control Act.

“Environmental Permits” shall have the meaning ascribed in Section 3.14.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” of any entity shall mean any other entity that, together with such entity would be treated as a single employer under Section 414(b), (c), (m) or (o) of the Tax Code.

“ERISA Affiliate Plan” shall mean an Employee Plan, which is (a) a “pension plan” within the meaning of Section 3(2) of ERISA; and (b) maintained or contributed to by an ERISA Affiliate of any entity or with respect to which an ERISA Affiliate has any liability or is otherwise bound.

“Escrow Agent” shall mean Bank of New York or, if Bank of New York does not agree to serve, another financial institution reasonably acceptable to RJR and SFNTC.

“Escrow Agreement” shall have the meaning ascribed in Section 2.05.

“Escrow Amount” shall have the meaning ascribed in Section 2.05.

3

“Escrowed Funds” shall mean any cash paid to the Paying Agent by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement but shall not include any amount required to be paid by the Paying Agent to SFNTC Shareholders pursuant to Section 4 of the Voting Agreement.

“Escrow Indemnity Payments” shall have the meaning ascribed in Section 2.05.

“Excess Net Worth Payment” shall have the meaning ascribed in Exhibit A.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended and all rules and regulations promulgated thereunder.

“GAAP” shall mean United States generally accepted accounting principles consistently applied.

“GmbH” shall mean Santa Fe Natural Tobacco Company: Europe GmbH, a corporation incorporated pursuant to the laws of the Federal Republic of Germany.

“Government” or “Governmental Entity” shall mean any of the following:

(a)	the government of the United States or any other foreign country;
(b)	the government of any state, province, county, municipality, city, town, or district of the United States or any foreign country, and any multi-county district; and
(c)	any ministry, agency, department, authority, commission, administration, corporation, bank, court, magistrate, tribunal, arbitrator, instrumentality, or political subdivision of, or within the geographical jurisdiction of, any government described in the foregoing clauses (a) and (b).

“Hazardous Substance” shall include petroleum products, hazardous substances, hazardous waste, or hazardous materials, or pollutants or contaminants, as such terms are defined in the Comprehensive Environmental Response, Compensation and Liability Act of 1980; the Resource Conservation and Recovery Act of 1976; or any other Environmental Law; all as amended and in effect as of the date hereof.

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and regulations thereunder, as amended.

“Income Tax” shall mean any Tax based on or measured by income (including without limitation based on net income, gross income, earnings, profits or selected items of income, earnings or profits); and any interest, penalties and additions to tax with respect to any such tax (or any estimate or payment thereof).

“Indemnifiable Losses” shall have the meaning ascribed in Section 11.08.

“Indemnifying Party” shall have the meaning ascribed in Section 11.08.

“Indemnitee” shall have the meaning ascribed in Section 11.08.

4

“Indemnity Payment” shall have the meaning ascribed in Section 11.08.

“Intellectual Property” shall mean the world-wide intellectual property and rights including:

(a)	all registered or unregistered trade-marks, registered or unregistered service marks, trade dress, trade names, business names, domain names, brand names, brands, designs, graphics, logos, slogans and identifying indicia, including all goodwill attaching thereto, and all registrations, renewals and applications relating thereto;
(b)	all inventions and technology (whether patentable or unpatentable), patents, patent rights, patent applications (including all reissues; divisions, re-examinations, continuations, continuations-in-part and extensions of any patent or patent application), industrial designs and applications for registration of industrial designs;
(c)	all copyrights, registrations and applications for registration of copyrights and works of authorship including all computer programs (including source code), databases and related works, all content and computer files comprising all web-sites, and any work for hire agreements, artwork agreements and releases related thereto; and
(d)	all processes, data, trade secrets, formulae, designs, know-how, product information, manuals, business plans and strategies, marketing plans and strategies, customer and distributor lists, technology, research and development reports, technical information, technical assistance, design specifications, and similar materials recording or evidencing expertise or proprietary information.

“Intercompany Contracts” shall have the meaning ascribed in Section 3.15.

“IRS” shall mean the Internal Revenue Service.

“Knowledge” shall have the meaning ascribed in Section 12.11.

“Liens” shall mean, with respect to any property, liens, encumbrances, security interests, mortgages, deeds of trust, pledges and other charges and encumbrances.

“Material Adverse Effect” or “Material Adverse Change” shall mean, with respect to any Entity, a material adverse effect on or change in the financial condition, assets, business, prospects or results of operations of such Entity and its Subsidiaries taken as a whole (without regard. however, to (i) changes in conditions generally applicable to the tobacco industry or in general economic conditions in the United States, (ii) any changes in the financial condition or results of operations or assets of such Entity and its Subsidiaries, taken as a whole, that are the result of the payment of any costs, expenses, fees or similar charges incurred by such Entity in connection with the contemplation, negotiation, execution or consummation of this Agreement or the transactions contemplated hereby, (iii) in the case of SFNTC, any matter, circumstance, thing or event pertaining to SFNTC or its Subsidiaries that is specifically disclosed in this Agreement or the SFNTC Disclosure Letter, without giving effect to any changes or amendments thereto

5

subsequent to the date hereof or any facts or circumstances either not disclosed in this Agreement or the SFNTC Disclosure Letter or arising subsequent to the date hereof, unless such matter, circumstance, thing or event so disclosed shall not be true and accurate or (iv) in the case of RJR, any matter, circumstance, thing or event pertaining to RJR and its Subsidiaries that is specifically disclosed in this Agreement, the schedules or the reports and documents pertaining to RJR that were filed with the Securities and Exchange Commission prior to the date hereof, without giving effect to any changes or amendments thereto subsequent to the date hereof or any facts or circumstances either not disclosed in this Agreement or the schedules or arising subsequent to the date hereof, unless such matter, circumstance, thing or event so disclosed shall not be true and accurate).

“Material Contracts” shall mean all contracts, leases, agreements, understandings, transactions or other business arrangements, written or oral, (i) involving aggregate annual payments to or by SFNTC or any of its Subsidiaries in excess of $250,000; (ii) involving rights or obligations of SFNTC or any of its Subsidiaries that by their terms extend beyond one year and involve aggregate payments of more than $100,000 per year, or (iii) that are otherwise material to the business and operations of SFNTC and its Subsidiaries taken as a whole.

“Merger” shall have the meaning ascribed in the recitals to this Agreement.

“Merger Consideration” shall have the meaning ascribed in Section 2.04.

“Net Worth Deficiency” shall have the meaning ascribed in Exhibit A.

“New Mexico Certificate of Merger” shall have the meaning ascribed in Section 2.02.

“New Mexico Law” shall have the meaning ascribed in Section 2.01.

“Patents” shall have the meaning ascribed in Section 3.08.

“Paying Agent” shall mean Bank of New York or, if Bank of New York does not agree to serve, another financial institution reasonably acceptable to RJR and SFNTC.

“Permitted Liens” shall mean:

(a)	the restrictions, exceptions, reservations, conditions, limitations, interests and other matters which are set forth or referred to in Section 3.09 of the SFNTC Disclosure Letter and each of which fits into one or more of the descriptions in the clauses of this definition, provided such matters do not individually or in the aggregate detract from the value of the property affected thereby and do not materially impair the use of such property individually or in the aggregate;
(b)	Liens for taxes, assessments and other governmental charges not yet due;
(c)	Liens for taxes, assessments and other governmental charges already delinquent which are currently being contested in good faith by appropriate proceedings; provided SFNTC shall have set aside on its books adequate reserves with respect thereto;

6

(d)	mechanics’, workmen’s, repairmen’s, materialmen’s, warehousemen’s and carriers’ Liens and other similar Liens arising in the ordinary course of business for charges which are not delinquent, or which are being contested in good faith and have not proceeded to judgment and as to which SFNTC shall have set aside on its books adequate reserves with respect thereto;
(e)	Liens in respect of judgments or awards with respect to which SFNTC shall in good faith currently be prosecuting an appeal or proceedings for review and with respect to which SFNTC shall have secured a stay of execution pending such appeal or proceedings for review, provided SFNTC shall have set aside on its books adequate reserve with aspect thereto;
(f)	easements, leases, reservations or other rights of others in any property of SFNTC for streets, roads, bridges, pipes, pipe lines, railroads, electric transmission and distribution lines, telegraph and telephone lines, the removal of oil, gas, coal or other minerals and other similar purposes, flood rights, river control and development rights, sewage and drainage rights, restrictions against pollution and zoning laws and minor defects and irregularities in the record evidence of title, provided that such easements, leases, reservations, tights, restrictions, laws, defects and irregularities do not individually or in the aggregate materially affect the marketability of title to such property and do not individually or in the aggregate materially impair the use of such property for the purposes for which it is held by SFNTC;
(g)	leases existing at the date of this Agreement and either disclosed in Section 3.06 of the SFNTC Disclosure Letter, or not required to be so disclosed because it does not meet the dollar amount, time or materiality thresholds of the definition of Material Contracts affecting property owned by SFNTC at said date and leases affecting property acquired by SFNTC after said date not in violation of this Agreement;
(h)	terminable or short term leases or permits for occupancy, which leases or permits expressly grant to SFNTC the right to terminate them at any time on not more than six months’ notice and which occupancy does not interfere with the operation of the business of SFNTC;
(i)	any Lien or privilege vested in any lessor, licensor or permittor for rent to become due or for other obligations or acts to be performed, the payment of which rent or the performance of which other obligations or acts is required under leases, subleases, licenses or permits, so long as the payment of such rent or the performance of such other obligations or acts is not delinquent;
(j)	any irregularities in or deficiencies of title to any rights-of-way for pipe lines, telephone lines, telegraph lines, power lines or appurtenances thereto, or other improvements thereon, and to any real estate used or to be used primarily for right-of-way purposes, provided that in the written opinion of counsel for SFNTC, SFNTC shall have obtained from the owner of the lands or estates therein covered

7

	by any such right-of-way a sufficient right, by the terms of the instrument granting such right-of-way, to the inc thereof for the construction, operation or maintenance of the lines, appurtenances or improvements for which the same are used or are to be used;
(k)	rights reserved to, or vested in any municipality or governmental or other public authority to control or regulate any property of SFNTC, or to use such property in any manner, which rights do not individually or in the aggregate materially impair the marketability or use of such property; and
(1)	any obligations or duties, affecting the property of SFNTC, to any municipality or governmental or other public authority with respect to any franchise, grant, license or permit, which obligations or duties do not individually or in the aggregate materially impair the marketability or use of such property.

“Person” shall mean any corporation, partnership, limited liability company, joint venture, trust, unincorporated association or organization, business, enterprise or other entity, any individual, and any Government.

“Proxy Statement” shall mean the proxy statement to be mailed by SFNTC to its shareholders in connection with their approval of this Agreement, together with any amendments or supplements thereto.

“Representatives” shall have the meaning ascribed in Section 5.03

“Restricted Payment” shall have the meaning ascribed in Section 3.04.

“RJR” shall have the meaning ascribed in the recitals to this Agreement.

“RJR Indemnified Parties” shall have the meaning ascribed in Section 11.09.

“Rothmans” shall have the meaning ascribed in Section 3.20.

“RSM” shall mean Robin Sommers Marketing, a sole proprietorship of Robin Sommers.

“RSM Licenses” shall have the meaning ascribed in Section 5.20.

“SFNTC” shall have the meaning ascribed in the recitals to this Agreement.

“SFNTC Common Stock” shall mean the shares of common stock of SFNTC.

“SFNTC Disclosure Letter” shall mean the letter dated the date of this Agreement and delivered by SFNTC to RJR concurrently with the execution of this Agreement.

“SFNTC Employee Plan” shall have the meaning ascribed in Section 3.10.

“SFNTC Financial Statements” shall have the meaning ascribed in Section 3.05.

“SFNTC Group” shall mean SFNTC, each Subsidiary of SFNTC and RSM.

8

“SFNTC Indemnified Parties” shall have the meaning ascribed in Section 11.09.

“SFNTC Intellectual Property” shall have the meaning ascribed in Section 3.08.

“SFNTC Shareholder Approval” shall have the meaning ascribed in Section 3.17.

“SFNTC Shareholders” shall mean the holders of SFNTC Shares at the Effective Time.

“SFNTC Shareholders Meeting” shall have the meaning ascribed in Section 5.14.

“SFNTC Shares” shall mean shares of SFNTC Common Stock.

“Shareholders’ Representative” shall have the meaning ascribed in Section 11.08.

“Slogan” shall have the meaning ascribed in Section 3.08.

“SubCo” shall have the meaning ascribed in the recitals to this Agreement.

“SubCo Shares” shall mean the shares of common stock of SubCo.

“Sub Shares” shall have the meaning ascribed in Section 3.03.

“Subsidiary” shall have the meaning ascribed in Section 3.01 hereof.

“Superior Proposal” shall have the meaning ascribed in Section 5.03.

“Surviving Corporation” shall have the meaning ascribed in Section 2.01.

“Tax” shall mean any tax, levy, charge or assessment imposed by or due any Government, together with any interest, penalties, and additions to tax relating thereto, including without limitation, any of the following:

(a)	any Income Tax;
(b)	any franchise, sales, use and value added tax or any license or withholding tax; any payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, alternative or add-on minimum tax; and any customs duties or other taxes;
(c)	any “trust fund” tax under Subtitle C, Chapter 24A of the Tax Code;
(d)	any tax on property (real or personal, tangible or intangible, whether or not based on transfer or gains);
(e)	any estimate or payment of any of tax described in the foregoing clauses (a) through (d); and
(f)	any interest, penalties and additions to tax with respect to any tax (or any estimate or payment thereof) described in the foregoing clauses (a) through (e).

9

“Tax Code” or “Code” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

“Tax Return” shall mean any return, declaration, report, statement, information statement and other document required to be filed with respect to Taxes.

“Third Party Claim” shall have the meaning ascribed in Section 11.08.

“Trade Dress” shall have the meaning ascribed in Section 3.08.

“Trademarks” shall have the meaning ascribed in Section 3.08.

“Trade Name” shall have the meaning ascribed in Section 3.08.

“Trade Secrets” shall have the meaning ascribed in Section 3.08.

“Transaction Agreement” shall have the meaning ascribed in Section 5.03.

“Voting Agreement” shall mean the agreement dated the date hereof among RJR and certain shareholders of SFNTC pursuant to which such shareholders have agreed to, among other things, vote their shares in favor of the Merger at the SFNTC Shareholders Meeting.

ARTICLE II

THE MERGER

     2.01. The Merger. At the Effective Time, in accordance with the provisions of the BCANM, and other applicable New Mexico law (collectively, “New Mexico Law”), and the terms of this Agreement, SubCo shall be merged with and into SFNTC, with SFNTC surviving the Merger (the “Surviving Corporation”).

     2.02. Effective Time of the Merger. The Merger shall not become effective until, and, subject to the terms and conditions of this Agreement, shall become effective when, appropriate articles of merger (the “New Mexico Certificate of Merger”) shall have been executed by SFNTC, SubCo and RJR and filed, in accordance with the requirements of New Mexico Law in the offices of the Public Regulation Commission of New Mexico in accordance with Sections 53-14-1 through 53-14-7 of the BCANM, which filing will be made on the Closing Date. The date and time when the Merger shall become effective as aforesaid is herein referred to as the “Effective Time.” The name of the Surviving Corporation shall continue to be Santa Fe Natural Tobacco Company, Inc.

     2.03. Articles of Incorporation, Fly-laws, Directors and Officers. (a) The Restated Articles of Incorporation of SFNTC as in effect immediately prior to the Effective Time shall be the Restated Articles of Incorporation of the Surviving Corporation from and after the Effective Time, until amended in accordance with New Mexico Law.

     (b) The Restated By-laws of SFNTC, as in effect immediately prior to the Effective Time, shall be the Restated By-laws of the Surviving Corporation from and after the

10

Effective Time, until amended in accordance with New Mexico Law and the Restated Articles of Incorporation and the Restated By-laws of the Surviving Corporation.

     (c) The officers of SFNTC in office immediately prior to the Effective Time shall be the officers of the Surviving Corporation from and after the Effective Time, each to hold office in accordance with the Restated Articles of Incorporation and Restated By-laws of the Surviving Corporation.

     (d) The directors of the Surviving Corporation from and after the Effective Time shall be Charles A. Blixt, McDara P. Folan, III and Kenneth J. Lapiejko and each shall hold such office until his successor shall have been elected or qualified or as otherwise provided in the Restated By-laws or Restated Articles of Incorporation of the Surviving Corporation.

     2.04. Conversion of Shares. At the Effective Time: (a) Each share of SFNTC Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount equal to (i) cash in the amount of $306,750,000 plus (ii) any portion of the Escrowed Funds released to the Paying Agent by the Escrow Agent pursuant to the Escrow Agreement plus (iii) the Excess Net Worth Payment, if any, as finally determined pursuant to Exhibit A and, in the case of clauses (i) through (iii), (A) divided by the total number of shares of SFNTC Common Stock issued and outstanding immediately prior to the Effective Time (including for this calculation, shares of SFNTC Common Stock purchased by RJR or SubCo pursuant to the Voting Agreement) (B) and without interest except as provided in the Escrow Agreement and Exhibit A, as applicable. Payment of each such portion of the Merger Consideration will be made at such times as are specified in Section 2.07. The foregoing amounts which each share of SFNTC Common Stock issued and outstanding immediately prior to the Effective Time shall represent a right to receive, shall herein be referred to as the “Merger Consideration.”

     (b) Each share of SFNTC Common Stock held in the treasury of SFNTC or held of record by RJR or SubCo immediately prior to the Effective Time shall be canceled, without any payment or other distribution in respect thereof.

     (c) At the Effective Time, each outstanding certificate which theretofore represented shares of the SFNTC Common Stock shall be deemed for all purposes to represent the right to receive the Merger Consideration and such shares of SFNTC Common Stock shall be thereby canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented any such shares of SFNTC Common Stock shall thereafter cease to have any rights with respect to such shares of SFNTC Common Stock, except the right to receive the Merger Consideration to be issued in consideration therefor. Also, at the Effective Time, by virtue of the Merger and without any action on the part of any holder of SubCo Shares, each outstanding certificate which theretofore represented SubCo Shares shall be converted into and shall be canceled in exchange for the right to receive one share of common stock of the Surviving Corporation, which shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time.

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     (d) If, between the date of this Agreement and the Effective Time, there is a reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares with respect to, or rights issued in respect of, SFNTC Common Stock, the Merger Consideration shall be adjusted accordingly, without duplication, to provide the holders of SFNTC Common Stock the same economic effect as contemplated by this Agreement prior to such event.

     2.05. Escrow. Simultaneously herewith, RJR, SubCo, SFNTC and the Escrow Agent have entered into an Indemnity Escrow Agreement (the “Escrow Agreement”) to be effective as of the Closing. On the Closing Date, RJR shall pay or shall cause SubCo to pay $25 million (the “Escrow Amount”), which Escrow Amount shall include, without duplication, any amount held by Parent or SubCo for deposit, or deposited, pursuant to Section 4.1 of the Voting Agreement in respect of the Option referred to therein, in immediately available funds to the Escrow Agent to be held in escrow pursuant to the Escrow Agreement for satisfaction of (i) claims for indemnification by RJR Indemnified Parties pursuant to Section 11.09(a) (“Escrow Indemnity Payments”) and (ii) the Net Worth Deficiency, if any, as finally determined pursuant to Exhibit A.

     2.06. Stock Transfer Books. The stock transfer books of SFNTC shall be closed as of the fifth (5th) Business Day preceding the Closing Date, and no transferor record of SFNTC Common Stock shall be recognized thereafter except pursuant to the Merger or upon purchase of SFNTC Common Stock by RJR or SubCo pursuant to the Voting Agreement.

     2.07. Exchange of Certificates. (a) RJR shall deposit with the Paying Agent for the benefit of the holders (other than Dissenting Shareholders) of certificates which immediately prior to the Effective Time represented shares of SFNTC Common Stock (“Certificates”) (i) as soon as practicable after the Effective Time (and in any event, no later than the Business Day immediately following the Closing Date), cash equal to $306,750,000 and (ii) within ten (10) days after the amount of any Excess Net Worth Payment has been finally determined pursuant to Exhibit A, cash equal to the amount of such Excess Net Worth Payment, if any, reduced by an amount, if any, which is proportionate to the percentage of the issued and outstanding shares of SFNTC Common Stock held by Dissenting Shareholders. Escrowed Funds, released to the Paying Agent pursuant to the Escrow Agreement will be received by the Paying Agent for the benefit of the holders (other than Dissenting Shareholders) of Certificates. Following each deposit by RJR of the amounts specified in clause (i) and (ii) above and following receipt by the Paying Agent of Escrowed Funds paid pursuant to the Escrow Agreement, each SFNTC Shareholder will be entitled to receive the applicable portion of the Merger Consideration into which the SFNTC Common Stock has been converted pursuant to Section 2.04. Notwithstanding anything in this Agreement to the contrary, (i) a holder of Certificates shall not be entitled to any portion of the Merger Consideration unless and until such holder surrenders such Certificates to the Paying Agent, or such other agent or agents as may be appointed by RJR, together with a properly completed letter of transmittal, and (ii) Messrs. S.I. Betzer, Jr. and Douglas M. Rather shall not be entitled to receive any of their respective shares of the Merger Consideration until April 1, 2002 (whether or not they surrender their Certificates to the Paying Agent prior to such date). All such holders who surrender their certificates and submit properly completed letters of transmittal as provided herein shall be entitled to receive their proportionate share of the Merger Consideration,

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including their proportionate share of the Escrowed Funds following each such deposit of Escrowed Funds with the Paying Agent and shall not be required to provide any further evidence of their entitlement thereto.

     (b) Until surrendered in compliance with subsection (a) above, each Certificate shall be deemed to represent only the right to receive the Merger Consideration into which the SFNTC Common Stock represented by such Certificate was converted.

     (c) On and after the date of closing of the stock transfer books of SFNTC in accordance with Section 2.06, there shall be no further registration of transfers of SFNTC Common Stock except for purchases of SFNTC Common Stock by RJR or SubCo pursuant to the Voting Agreement. If after the closing of the stock transfer books of SFNTC in accordance with Section 2.06, Certificates are presented to the Paying Agent, RJR or the Surviving Corporation for registration of transfer, they shall be canceled and exchanged for the applicable Merger Consideration provided for, and in accordance with the procedures set forth, in this Section 2.07.

     (d) Any portion of the Merger Consideration made available to the Paying Agent pursuant to this Section 2.07 that remains unclaimed by the SFNTC Shareholders six (6) months after the Effective Time or, in the case of Merger Consideration payable upon release of Escrowed Funds, six (6) months after such release, shall be returned to the Surviving Corporation upon demand, and any such holder who has not complied with this Section 2.07 prior to that time shall thereafter look only to the Surviving Corporation for payment of its claim for the Merger Consideration in respect of such SFNTC Common Stock without any interest thereon.

     (e) Notwithstanding the foregoing, none of RJR, the Surviving Corporation, SubCo, or the Paying Agent shall be liable to any Person in respect of any Merger Consideration for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws.

     (f) All cash paid upon conversion of shares of SFNTC Common Stock in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of SFNTC Common Stock.

     (g) The Paying Agent shall invest any cash deposited by RJR in accordance with Section 2.07 as directed by RJR on a daily basis; provided that no such investment or loss thereon shall affect the amounts payable or the timing of the amount payable to holders of SFNTC Common Stock pursuant to the other provisions of this Article II. Any interest and other income resulting from such investments shall promptly be paid to RJR

     (h) If any Certificate representing shares of SFNTC (other than any such certificate representing Dissenting Shares) shall have been lost, stolen or destroyed, upon the making and delivery to RJR of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by RJR, the posting by such Person of a bond with RJR in such reasonable amount as RJR may direct as indemnity against any claim that may be made against it with respect to such Certificate, following the Effective Time the Paying Agent

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will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration with respect to the shares of SFNTC Common Stock formerly represented thereby.

     (i) RJR shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts (i) as it is required to deduct and withhold with respect to the making of such payment under the Code and the rules and regulations promulgated thereunder, or any provisions of state, local, or foreign Tax law and (ii) required to repay any outstanding loans or advances to the SFNTC Shareholders from SFNTC. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity by RJR, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by RJR.

     2.08. Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of SFNTC Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has made a written demand for payment of the fair value for such SFNTC Common Stock in accordance with Sections 53-15-3 and 53-15-4 of the BCANM (“Dissenting Shares”) and who perfects and does not withdraw such demand or otherwise lose such holder’s rights for payment of fair value (each such holder being referred to herein as a “Dissenting Shareholder”) shall be canceled and shall not be converted into a right to receive the Merger Consideration (but shall have the rights set forth in the BCANM). If, after the Effective Time, such holder fails to perfect, withdraws or loses its rights for payment of fair value as set forth in the BCANM, each such share of SFNTC Common Stock of such holder shall be treated as if such share had been convened as of the Effective Time into a right to receive the respective Merger Consideration for such share in accordance with this Article II and RJR shall deposit with the Paying Agent for the benefit of such holder all such funds to which such holder is entitled upon surrender of such holder’s Certificate in accordance with this Article II. SFNTC shall give RJR prompt notice of any demands received by SFNTC for payment of fair value of such SFNTC Common Stock, and RJR shall have the right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of RJR, SFNTC shall not make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoing. Amounts which become due and payable to Dissenting Shareholders in respect of their dissenters’ rights and the costs and expenses of resolving or settling Dissenting Shareholder rights shall be paid by the Surviving Corporation.

     2.09. Further Assurances. At and after the Effective Time, the officers and directors of the Surviving Corporation shall be authorized to execute and deliver, in the name and on behalf of the Surviving Corporation or SFNTC, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Surviving Corporation or SFNTC, any other actions and things necessary to vest, perfect or confirm of record or otherwise in the Surviving Corporation any and all right, title and interest in, to and under any of the rights, properties or assets acquired or to be acquired by the Surviving Corporation as a result of, or in connection with, the Merger.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SFNTC

     Except as described in the corresponding section in the SFNTC Disclosure Letter or any other section of the SFNTC Disclosure Letter relating to the representations and warranties to which it may be relevant to the extent such relevance is reasonably apparent on its face, SFNTC hereby represents and warrants to RJR and SubCo as follows:

     3.01. Organization; Good Standing; Power, Etc. SFNTC is a corporation duly incorporated, validly existing and in good standing under the laws of the State of New Mexico and has all requisite power and authority to own, operate and lease its properties and assets and to carry on its business as now being conducted. SFNTC has no Subsidiaries, as defined below, other than those listed in Section 3.01 of the SFNTC Disclosure Letter and SFNTC does not own, directly or indirectly, any ownership interest in any Entity other than such SFNTC Subsidiaries. Each SFNTC Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization and has all requisite power and authority to own, operate and lease its properties and assets and to carry on its business as now being conducted. SFNTC and each SFNTC Subsidiary, as hereinafter defined, is duly qualified to do business and is in good standing as a foreign corporation or other entity in each other jurisdiction in which the ownership, operation or leasing of its properties or assets or the nature of its business requires such qualification, except where the failure so to qualify could not, individually or in the aggregate, reasonably be expected to have a Material Averse Effect on SFNTC. SFNTC owns, directly or indirectly, all of the outstanding shares of capital stock (and other ownership interests having by their terms ordinary voting power to elect a majority of directors or others performing similar functions with respect to such Subsidiaries) of each of SFNTC’s Subsidiaries other than GmbH, free and clear of all Liens. Fifty percent (50%) of the outstanding shares of capital stock of the GmbH are owned by SFNTC, free and clear of all Liens. As used in this Agreement, the term “Subsidiary” shall mean any corporation 50% or more of the outstanding voting power with respect to any issue presented for shareholder or other equity holder or owner vote of which, or any partnership, joint venture, limited liability company, limited partnership or other entity 50% or more of the total equity interest of which, is directly or indirectly owned by another entity. True, accurate and complete copies of SFNTC’s Restated Articles of Incorporation and Restated By-laws and the comparable governing documents of each of its Subsidiaries, in each case as in effect on the date hereof, including all amendments thereto, have heretofore been delivered to RJR.

     3.02. Authorization of Agreement, Etc. (a) SFNTC has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement by SFNTC and the consummation by SFNTC of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SFNTC, subject only, with respect to the Merger, to the approval of holders of a majority of the outstanding shares of SFNTC Common Stock entitled to vote thereon. This Agreement has been duly executed and delivered by SFNTC and constitutes the legal, valid and binding obligation of SFNTC, enforceable against SFNTC in accordance with its terms except as may be limited by any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, and that the

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remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

     (b) Assuming the approval of the holders of at least a majority of the outstanding shares of SFNTC Common Stock is obtained, neither the execution and delivery of this Agreement by SFNTC nor the consummation of the transactions contemplated hereby to be performed by SFNTC will (i) violate or conflict with any provision of the Restated Articles of Incorporation or Restated By-laws, as currently in effect, of SFNTC or (ii) violate or conflict with any provision of any law, rule, regulation, order, permit, certificate, writ, judgment, injunction, decree, determination, award or other decision of any Governmental Entity, other regulatory or self-regulatory body or association or arbitrator binding upon SFNTC or any SFNTC Subsidiary or any of their respective properties, except, in the case of clause (ii), where such violations or conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SFNTC or on the ability of SFNTC to consummate the transactions contemplated hereby.

     (c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby to be performed by SFNTC will result in a breach of or constitute a default (or with notice or lapse of time or both result in a breach of or constitute a default) under, or give rise to a right of termination, cancellation or acceleration of any obligation under, or the loss of any material benefit under, any Material Contract to which SFNTC or any of its Subsidiaries is a party or as to which any of their respective property is subject.

     (d) Neither the execution and delivery by SFNTC of this Agreement nor the consummation of the transactions contemplated hereby to be performed by SFNTC will result in, or require, the creation or imposition of any Lien of any nature upon or with respect to any of the properties or other assets now or hereafter owned by SFNTC or any SFNTC Subsidiary, except where such Lien could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SFNTC or on the ability of SFNTC to consummate the transactions contemplated hereby.

     (e) No consent, approval, order, certificate or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to SFNTC or any SFNTC Subsidiary in connection with the execution and delivery of this Agreement by SFNTC or the consummation by SFNTC of the transactions contemplated hereby, other than (i) the filing of the New Mexico Certificate of Merger in accordance with the requirements of New Mexico Law in the offices of the Public Regulation Commission of New Mexico in accordance with Sections 53-14-1 through 53-14-7 of the BCANM, (ii) any licenses which may, pursuant to applicable laws, require as a condition to their renewal or continued effectiveness, a new filing or application as a result of the transactions contemplated by this Agreement, (iii) such as may be required under the HSR Act, (iv) such filings, registrations, authorizations, consents and approvals as are described in Section 3.02(e) of the SFNTC Disclosure Letter, and (v) such filings or registrations that, if not made, and such authorizations, consents or approvals, that, if not received, could not, individually or in the aggregate, reasonably be expected to have a

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Material Adverse Effect on SFNTC or on the ability of SFNTC to consummate the transactions contemplated hereby.

     (f) SFNTC and each of its Subsidiaries has all licenses required to manufacture, distribute and sell tobacco products and carry on its business as now conducted in each jurisdiction in which the nature or conduct of its business makes licensing with any Governmental Entities necessary to enable it to carry on its business in all material respects as now so conducted in compliance with applicable laws.

     (g) There have been no violations of such licenses and there are no proceedings in progress, pending or, to the Knowledge of SFNTC, threatened, which could result in the revocation, cancellation, suspension or limitation of any such license or in the imposition of any administrative sanction and (ii) all reports and returns required to be filed and fees required to be paid by SFNTC, its Subsidiaries and RSM with or to any Governmental Entity to maintain the validity and effectiveness of the licenses have been filed and paid.

     3.03. Capitalization. (a) The authorized capital stock of SFNTC consists of 500,000 shares of common stock, of which 149,925 shares of SFNTC Common Stock are issued and outstanding. The authorized and the issued and outstanding capital stock or other equity interests of each of SFNTC’s Subsidiaries are described in Section 3.03 of the SFNTC Disclosure Letter. All of the outstanding shares of SFNTC Common Stock and the issued and outstanding shares and other equity interests in SFNTC’s Subsidiaries (the “Sub Shares”) have been duly authorized and are validly issued, fully paid and non-assessable, and are not subject to, or issued in violation of, any pre-emptive rights.

(b) There are no authorized, outstanding or existing:

(i)	proxies, voting trusts or other agreements or understandings with respect to the voting of any SFNTC Shares or Sub Shares;
(ii)	securities that are convertible into or exchangeable for any capital stock of SFNTC or Sub Shares;
(iii)	options, warrants, or other rights to purchase or subscribe for any capital stock of SFNTC or Sub Shares or securities convertible into or exchangeable for any capital stock of SFNTC or Sub Shares;
(iv)	agreements of any kind to which SFNTC or any of its Subsidiaries is a party relating to the issuance of any capital stock of SFNTC or Sub Shares, or any securities, options, warrants, or rights convertible into or exchangeable for, SFNTC Shares or Sub Shares;
(v)	agreements of any kind which may obligate SFNTC or any of its Subsidiaries to issue or purchase any of their securities; or

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(vi) agreements to which SFNTC or any of its Subsidiaries is a party containing any right of first negotiation or refusal with respect to the equity securities of SFNTC or its Subsidiaries.

     3.04. Absence of Certain Changes or Events. Except as described in the SFNTC Financial Statements, and except for any actions required to be performed by SFNTC or any of its Subsidiaries or otherwise permitted or contemplated pursuant to this Agreement, since December 31, 2000:

(a)	there has been no Material Adverse Change in SFNTC;
(b)	none of SFNTC or any of its Subsidiaries have:

(i)	issued any debt, shares of capital stock or securities convertible into or exchangeable for capital stock or incurred any liabilities or obligations, direct or contingent, for borrowed money, except liabilities or obligations incurred in the ordinary course of business and consistent with past practice;
(ii)	sold, transferred, distributed or otherwise disposed of or acquired a material amount of its assets, or incurred any Lien on its assets other than a Permitted Lien, or agreed to do any of the foregoing, except in the ordinary course of business;
(iii)	made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment not reflected hi the SFNTC Financial Statements or in the annual plan and associated budget for the 2001 fiscal year approved by SFNTC, a copy of which has been provided or made available to RJR;
(iv)	made or agreed to make any increase in the compensation, including without limitation, salary, bonus, incentive, severance or termination pay or award, payable to any employee whose annual base salary as of December 31, 2000, exceeded $60,000 or director (through an Employee Plan or otherwise) except for increases made in the ordinary course of business and consistent with presently existing policies or agreements or past practice and that do not exceed 5% for any such individual;
(v)	conducted its operations otherwise than in the normal course of business in all material respects;
(vi)	entered into any Material Contract, or amended or terminated any Material Contact, except in the ordinary course of business;
(vii)	made any change in any method of accounting, or accounting principles or practice by SFNTC or any of its Subsidiaries, except

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	for any change required by reason of a concurrent change in GAAP;
(viii)	made any declaration, act aside for payment of or paid any dividend or other distribution with respect to any shares of capital stock of SFNTC or any of its Subsidiaries, or made any repurchase, redemption or other acquisition, directly or indirectly, of any outstanding shares of capital stock or other securities of, or other ownership interests in, SFNTC or any of its Subsidiaries or any rights, warrants or options to acquire any such shares or other securities (other than dividends and distributions (including liquidating distributions) by a direct or indirect Subsidiary of SFNTC to SFNTC);
(ix)	made any adjustment, split, combination or reclassification of any capital stock of SFNTC or any of its Subsidiaries or any issuance or authorization of any other securities in respect of, in lieu of or in substitution for any shares of capital stock of SFNTC;
(x)	made any amendment of any material teen of any outstanding security of SFNTC or any of its Subsidiaries;
(xi)	experienced any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the business or assets of SFNTC or any of its Subsidiaries that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on SFNTC;
(xii)	made or agreed to make any change to any SFNTC Employee Plan or establish any new employee benefit plan except for changes made in the ordinary course of business and consistent with presently existing policies or agreements or past practices and which in any event will not increase the cost of any such SFNTC Employee Plan by more than 5%;
(xiii)	instituted, settled or waived or agreed to settle or waive any material litigation or claim;
(xiv)	made any material loan, advance or capital contribution or investment to or in any Person other than in the ordinary course of business consistent with past practice or to any shareholder of SFNTC or any employee, officer or director of SFNTC or any of its Subsidiaries;
(xv)	made any payment of cash or property to or on behalf of any officer, employee, director or shareholder of SFNTC or any of its Subsidiaries or any of their respective Affiliates or family members other than salary and expense reimbursements reflected

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	in the Financial Statements or made since the Balance Sheet Date in the ordinary course of business consistent with past practice; or
(xvi)	agreed or become legally obligated to do any of the foregoing.

(Any payment or transaction described in clauses (viii), (xiv) or (xv) of this Section 3.04(b) is referred to herein as a “Restricted Payment”). All of the payments described in Section 3.04(b) of the SFNTC Disclosure Letter are reflected in the SFNTC Financial Statements.

     3.05. Financial Statements; No Undisclosed Liabilities. (a) The combined audited financial statements (including, in each case, any notes thereto) of SFNTC and the SFNTC Group (other than GmbH), as at and for the periods ended December 31, 1998, 1999 and 2000 and the unaudited combined financial statements of SFNTC and the SFNTC Group (other than GmbH) as at and for the period ended September 30, 2001 (such date, the “Balance Sheet Date” and such financial statements, the “SFNTC Financial Statements”), all of which have been provided to RJR, were prepared in accordance with GAAP during the periods involved (except as maybe indicated therein or in the notes thereto) and fairly present the financial position of SFNTC and the SFNTC Group (other than GmbH) on a combined basis as of the respective dates thereof and the combined cash flows for the periods then ended (subject, in the case of unaudited statements, to the absence of note disclosure and to normal year-end audit adjustments consistent with prior practice and any other normal adjustments described therein). Except as required by GAAP, SFNTC has not, since December 31, 2000, made any change in the accounting practices or policies applied in the preparation of its financial statements. The audited financial statements of GmbH as at and for the periods ended December 31, 1998, 1999 and 2000 and the unaudited financial statements of GmbH as at and for the period ended September 30, 2001 have been provided to RJR, were prepared for the purpose of complying with financial reporting guidelines in the United States during the periods involved and are not intended to be a presentation in accordance with accounting principles generally accepted in Germany and fairly present the financial position of GmbH as of the respective dates thereof and the cash flows for the periods then ended (subject, in the case of the unaudited statements, to the absence of note disclosure and to normal year-end audit adjustments consistent with prior practice and any other normal adjustments described therein).

     (b) There are no liabilities or obligations of SFNTC or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than:

(i)	liabilities or obligations disclosed or provided for in the SFNTC Financial Statements or in the notes thereto or not required by GAAP to be so disclosed or provided for,
(ii)	liabilities or obligations incurred in the ordinary course which, taken together, are not material to SFNTC and its Subsidiaries taken as a whole,
(iii)	liabilities or obligations under this Agreement, or

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(iv) liabilities or obligations incurred in connection with the transactions contemplated hereby and disclosed in Section 3.05(b) of the SFNTC Disclosure Letter.

No representations or warranties with respect to environmental matters are being made in this Section 3.05(b).

     3.06. Material Contracts. Section 3.06 of the SFNTC Disclosure Letter contains an accurate and complete listing of all Material Contracts to which SFNTC or any of its Subsidiaries is a party or any of their respective property is bound, each of which is in full force and effect and:

(i)	SFNTC and its Subsidiaries and, to SFNTC’s Knowledge, the other parties thereto, have not breached and are not in default in the observance or performance of any term or obligation to be performed by any of them thereunder;
(ii)	no event has occurred which, with the passage of time or the giving of notice, would constitute such a breach or default by SFNTC or any of its Subsidiaries;
(iii)	no claim of material default thereunder has beat asserted or threatened by SFNTC or any of its Subsidiaries or, to SFNTC’s Knowledge, any other party thereto; and
(iv)	none of SFNTC, its Subsidiaries or, to SFNTC’s Knowledge, any other party thereto is seeking the renegotiation, termination or extension thereof or substitute performance thereunder;

except where such breach or default, or attempted renegotiation, termination or extension or substitute performance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SFNTC. Complete copies or summaries of all Material Contracts have been provided or made available to RJR.

     3.07. Tax Matters. (a) Each of SFNTC and its Subsidiaries has accurately prepared and timely filed all Tax Returns required to be filed by it as of the date hereof. Such Tax Returns are accurate and correct and do not contain a disclosure statement under Section 6662 of the Code (or any predecessor provision or comparable provision of state, local or foreign law). Neither SFNTC nor any of its Subsidiaries has filed, nor is any of them required to have filed, a disclosure schedule pursuant to Temp. Treas. Reg. § 1.6011-4T. SFNTC and its Subsidiaries have at all times complied with applicable laws pertaining to Taxes, including, without limitation, all applicable laws relating to record retention except for such non-compliance as could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC.

     (b) SFNTC and its Subsidiaries have timely paid all taxes that have become due and payable (whether or not shown on any Tax Return) and which they are required to have paid and have adequately provided for all Taxes for which they are required to provide. All

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Taxes of SFNTC or any of its Subsidiaries accrued following the end of the most recent period covered by the SFNTC financial statements have been accrued in the ordinary count of business of SFNTC and do not exceed comparable amounts incurred in similar periods in prior years (taking into account any changes in SFNTC’s operating results).

     (c) No claim has been made by any taxing authority in any jurisdiction where SFNTC does not file Tax Returns that SFNTC or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.

     (d) No extensions or waivers of statutes of limitations with respect to any Tax Returns have been given by or requested from SFNTC or any of its Subsidiaries.

     (e) Section 3.07(e) of the SFNTC Disclosure Letter sets forth:

(i)	those years for which examinations by the taxing authorities have been completed; and
(ii)	those taxable years for which examinations by taxing authorities are presently being conducted.

     (f) SFNTC is not a party to any action, proceeding, audit, investigation or inquiry by any Governmental Entity nor does SFNTC have knowledge of any pending or threatened action, proceeding, audit or investigation or inquiry by any taxing authority.

     (g) All deficiencies asserted or assessments made against SFNTC or any of its Subsidiaries as a result of any examinations by any taxing authority have been fully paid and no rationale underlying a claim for Taxes has been asserted previously by any taxing authority that reasonably could be expected to be asserted in any other period except where any claim could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC. SFNTC has delivered or made available to RJR correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by SFNTC and its Subsidiaries since January 1, 1998.

     (h) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of SFNTC or any of its Subsidiaries.

     (i) Neither SFNTC nor any of its Subsidiaries is a party to or bound by any tax indemnity, tax sharing or tax allocation agreement.

     (j) Neither SFNTC nor any of its Subsidiaries is a party to or bound by any closing agreement or offer in compromise with any taxing authority.

     (k) Neither SFNTC nor any of its Subsidiaries has been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or foreign Tax purposes, of which SFNTC is not the common parent.

22

     (l) Neither SFNTC nor any of its Subsidiaries has any liability for Taxes of any Person (other than SFNTC and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any corresponding provision of state, local or, to the Knowledge of SFNTC, foreign Income Tax law), as transferee or successor, by contract or otherwise.

     (m) Neither SFNTC nor any of its Subsidiaries has filed a consent pursuant to the collapsible corporation provisions of Section 341(f) of the Code (or any corresponding provision of state, local or foreign Income Tax law) or agreed to have Section 341(f)(2) of the Code (or any corresponding provision of state, local or foreign Income Tax law) apply to any disposition of any asset owned by it.

     (n) Neither SFNTC nor any of its Subsidiaries has made a consent dividend election under Section 565 of the Code.

     (o) Neither SFNTC nor any of its Subsidiaries has been a personal holding company under Section 542 of the Code.

     (p) Neither SFNTC nor any of its Subsidiaries has participated in an international boycott within the meaning of Section 999 of the Code.

     (q) None of the assets of SFNTC or its Subsidiaries is property that SFNTC or its Subsidiaries is required to treat as being owned by any other Person pursuant to the so-called “safe harbor lease” provisions of former Section 168(f)(8) of the Internal Revenue Code of 1954, as amended; none of the assets of SFNTC or its Subsidiaries directly or indirectly secures any debt the interest on which is tax exempt under Section 103(a) of the Code, none of the assets of SFNTC or its Subsidiaries is “tax-exempt use property” within the meaning of Section 168(h) of the Code; and none of the assets of SFNTC or its Subsidiaries is required to be or is being depreciated pursuant to the alternative depreciation system under Section 168(g)(2) of the Code.

     (r) Neither SFNTC nor any of its Subsidiaries has agreed to make, nor are any of them required to make, any adjustment under Sections 481(a) or 263A of the Code or any comparable provision of state, local or foreign Tax laws by reason of a change in accounting method or otherwise. Neither SFNTC nor any of its Subsidiaries has taken any action that is not in accordance with past practice that could defer a liability for Taxes of SFNTC or its Subsidiaries from any taxable period ending on or before the Closing Date to any taxable period ending after such date. SFNTC and its Subsidiaries have at all times used the accrual method of accounting for Income Tax purposes.

     (s) Neither SFNTC nor any of its Subsidiaries is a Party to any agreement, contract, arrangement or plan that (i) has resulted or would result, separately or in the aggregate, in connection with this Agreement or any change of control of SFNTC or any of its Subsidiaries, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code or (ii) could obligate any of than to make any payments that will not be fully deductible under Section 162(m) of the Code.

     (t) Section 3.07(t) of the SFNTC Disclosure Letter sets forth all foreign jurisdictions in which SFNTC or its Subsidiaries is subject to Tax, is engaged in business or has

23

a permanent establishment. Neither SFNTC nor any of ifs Subsidiaries has entered into a gain recognition agreement pursuant to Treas. Reg. § 1.367(a)-8.

     (u) Neither SFNTC nor any of its Subsidiaries is a party to any joint venture, partnership, or other arrangement or contract that could be treated as a partnership for federal Income Tax purposes. Section 3.07(u) of the SFNTC Disclosure Letter sets forth all elections pursuant to Treas. Reg. § 301.7701-3 that have been made by business entities in which SFNTC owns an equity interest.

     (v) No holder of SFNTC Shares is a “foreign person” as that term is used in Treas. Reg. § 1.1445-2. Neither SFNTC nor any of its Subsidiaries is, nor have any of them been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(l)(A) of the Code.

     (w) There is currently no limitation on the utilization of net operating losses, capital losses, built-in losses, tax credits or similar items of SFNTC or any of its Subsidiaries under Sections 269, 382, 383. 384 or 1502 of the Code and the treasury regulations thereunder (and comparable provisions of state, local or foreign law).

     (x) Neither SFNTC nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation in connection with a distribution described in Section 355 of the Code.

     (y) No Subsidiary is, or at any time has been, a passive foreign investment company within the meaning of Section 1297 of the Code, and neither SFNTC nor any Subsidiary is a shareholder, directly or indirectly, in a passive foreign investment company.

     (z) No Subsidiary that is not a United States Person (i) is, or at any time has been, engaged in the conduct of a trade or business within the United States or treated as or considered to be so engaged and (ii) has, or at any time has had, an investment in “United States property” within the meaning of Section 956(c) of the Code.

     (aa) Neither SFNTC nor any Subsidiary is, or at any time has been, subject to (i) the dual consolidated loss provisions of the Section 1503(d) of the Code, (ii) the overall foreign loss provisions of Section 904(f) of the Code or (iii) the recharacterization provisions of Section 952(c)(2) of the Code.

     3.08. Intellectual Property. (a) SFNTC has and will have, so long as current laws and regulations governing such use remain unchanged, the right to use (i) the trademarks “NATURAL AMERICAN SPIRIT,” the Tobacco Chief Logo, and the Thunderbird Designs, all as shown in Section 3.08 of the SFNTC Disclosure Letter (collectively, the ‘Trademarks”), (ii) the trade dress used on all cigarettes and cigarette packaging as of the date hereof shown in Section 3.08 of the SFNTC Disclosure Letter (‘Trade Dress”), (iii) the trade name Santa Fe . Natural Tobacco Company, Inc. (the ‘Trade Name”), and (iv) the slogans “Find Out Why” and “America’s Best Cigarette” (the “Slogans”) on and in connection with cigarettes and packaging in the manner in which each is currently being used in all jurisdictions of the world where each is being used as of the date hereof as listed in the memorandum dated November 19, 2001 and included in Section 3.08(a)(iii) of the SFNTC Disclosure Letter.

24

     (b) Set forth in Section 3.08 of the SFNTC Disclosure Letter are all (i) registrations of trademarks, (ii) applications for the registration of trademarks, (iii) registrations of claims to copyright, and (iv) applications for registrations of claims to copyright owned by SFNTC anywhere in the world. All registrations are valid, subsisting and in MI force and effect and title to such registrations is owned by SFNTC. None of the applications have been finally refused by the relevant government authority or opposed by any third party, and SFNTC is not aware of any grounds upon which they should be refused or opposed.

     (c) Except as set forth in Section 3.08 the SFNTC Disclosure Letter, there are no letters patent or applications for letters patent (collectively “Patents”) used by SFNTC or any Subsidiary in the business anywhere in the world. All letters patent owned by SFNTC or any Subsidiary are valid, subsisting and in full force and effect. None of the applications for letters patent have been finally refused by the relevant government authority, and SFNTC is not aware of any grounds upon which they should be refused.

     (d) To the Knowledge of SFNTC, there are no impediments to the use of the Trademarks, the Trade Dress, the Trade Name, the Slogans or the Patents on or in connection with cigarettes anywhere in the world in the manner in which they are being used as of the date hereof. SFNTC owns all right, title and interest in and to the Trademarks, the Trade Dress, the Trade Name and the Slogans in all jurisdictions of the world where each is currently being used as set forth in Section 3.08 of the SFNTC Disclosure Letter.

     (e) All right, title and interest in and to the copyright to all artwork included on cigarettes, cigarette packaging or in advertising used by SFNTC in the conduct of its business as of the date hereof (collectively the “Artwork”) is owned by SFNTC throughout the world.

     (f) Other than the Trade Dress (to the extent trade dress constitutes a trademark) there are no trademarks, other than the Trademarks, used by SFNTC on cigarettes or packaging for cigarettes.

     (g) SFNTC has taken reasonable steps to ensure the secrecy of all business information, including, but not limited to, supplier information, customer information, distributor information, marketing plans, other business plans, business methods, product formulas, and product recipes, from the exclusive knowledge of which SFNTC derives an actual or potential business advantage oven those who do not know it (‘Trade Secrets”).

     (h) Set forth in Section 3.08 of the SFNTC Disclosure Letter are all interest domain names (“Domain Names”) which SFNTC uses or owns. SFNTC has a domain name registration, with title in its name, of each Domain Name. To SFNTC’s Knowledge there are no domain names registered in bad faith by third patties with the intent to either sell that domain name back to SFNTC for profit, to set up a web site disparaging SFNTC or its products, or to set up a web site confusingly similar to that of SFNTC’s or trading off of the goodwill of the Trademarks or SFNTC’s products.

     (i) Set forth in Section 3.08 of the SFNTC Disclosure Letter is a list of each license or other agreement relating to the SFNTC Intellectual Property (as hereinafter defined) to which SFNTC or a Subsidiary is a party. Neither SFNTC nor any Subsidiary is in default of any

25

obligation contained in any license or other agreement relating to any of the Trademarks, Trade Dress, Trade Name, Slogans, Artwork, Patents, Domain Names (collectively ‘‘SFNTC Intellectual Property”), or Trade Secrets, and no person has notified any of SFNTC or any Subsidiary of any claim to the contrary within the past five (5) years. To SFNTC’s Knowledge, all other parties to such licenses have complied, and are in compliance, with all of the terms and conditions of all such licenses.

     (j) The application, registration and maintenance of the SFNTC Intellectual Property has been in accordance with all laws, rules and regulations of the applicable governmental or registering authority and there have been no acts by SFNTC or anyone acting on its behalf in the application, registration and maintenance of the SFNTC Intellectual Property which could result in the cancellation of any intellectual property SFNTC Intellectual Property registrations or otherwise narrow the scope of SFNTC’s rights in and to the SFNTC Intellectual Property.

     (k) The SFNTC Intellectual Property and the conduct of the business of SFNTC and its Subsidiaries do not infringe upon, violate or breach the intellectual property rights of any other person.

     (l) There has been no unauthorized or improper use by SFNTC or its Subsidiaries of the SFNTC Intellectual Property which has affected or could reasonably be expected to affect the validity or distinctiveness thereof or rights therein.

     (m) In the past five (5) years, neither SFNTC nor any Subsidiary has received any notice or claim challenging the validity of, use of or ownership of the SFNTC Intellectual Property and to their Knowledge there are no facts upon which such a challenge could properly be made.

     (n) There are no actions, suits or claims, legal, administrative, governmental or arbitration proceedings, or investigations pending or threatened in any court or before any governmental agency or arbitrator against, or by, SFNTC or any Subsidiary or any of their directors, officers or employees which would affect either the title to, or the use of the SFNTC Intellectual Property.

     (o) There is no outstanding order, judgment, injunction, award or decree of any court, arbitrator, governmental or regulatory agency against, by or affecting SFNTC or any Subsidiary, or any of their directors, officers or employees that could prevent or interfere with the use of any of the SFNTC Intellectual Property.

     (p) Neither SFNTC nor any Subsidiary has licensed, sold or granted any rights in SFNTC’s Intellectual Property to any person that permits that person to use such intellectual property or to license, sub-license or grant any rights in such intellectual property to any third party.

     (q) There are no contracts, including; but not limited to, pledges as collateral, security agreements or otherwise, relating to or affecting, or restricting SFNTC’s ownership of or ability to convey valid and unencumbered title to, or the right to use and exploit, any of SFNTC’s Intellectual Property; and no person has any right to receive from SFNTC or any

26

Subsidiary, a royalty or other consideration in respect of any of the SFNTC Intellectual Property, other than royalties under licenses related to artwork that are not material in the aggregate, to SFNTC and its Subsidiaries, taken as a whole.

     3.09. Title to Properties: Absence of Liens and Encumbrances: Leases, etc. (a) SFNTC and each of its Subsidiaries have good and marketable title to the real and personal properties which are reflected in the SFNTC Financial Statements or were acquired after the Balance Sheet Date (other than property as to which it is a lessee, in which case it has a valid and enforceable leasehold interest), in each case free and clear of all Liens, other than Permitted Liens.

     (b) All tangible property of SFNTC and each of its Subsidiaries is in good condition and repair and is operational and usable, subject to normal wear and tear and technical obsolescence, repair or replacement, except for such property whose failure to be in such condition could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC.

     (c) Section 3.09(c) of the SFNTC Disclosure Letter lists all real property owned by SFNTC and its Subsidiaries and the legal description thereof. There are no contracts to sell, transfer or otherwise dispose of any such real properties or arty part thereof. Complete copies of all deeds, contracts, instruments and title insurance policies relating to or affecting such real properties have been provided or made available to RJR. The real properties described in Section 3.09(c) of the SFNTC Disclosure Letter and all buildings and structures located thereon and the conduct of business and operations of SFNTC and its Subsidiaries as now conducted do not violate, and the use thereof in the manner in which currently used is not adversely affected by, any zoning or building laws, ordinances, regulations, covenants or official plans and no notifications alleging any such violation have been received, other than such violations or circumstances which could not, individually, or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC. Such buildings and structures do not encroach upon any lands not owned by SFNTC and its Subsidiaries. There are no expropriation, condemnation, or similar proceedings pending, or to the Knowledge of SFNTC, threatened with respect to any of such real properly or any part thereof.

     (d) Section 3.09(d) of the SFNTC Disclosure Letter describes all leases or agreements to lease under which SFNTC or any of its Subsidiaries leases any real property. Complete copies of such leases have been provided or made available to RJR. SFNTC or one of its Subsidiaries is exclusively entitled to all rights and benefits as lessee under the leases and none of them has sublet, assigned, licensed or otherwise conveyed any rights in such leased premises or in such leases to any other Person. All such leases are held by SFNTC or one of its Subsidiaries as lessee or occupant free and clear of all Liens, except Permitted Liens. There are no agreements or understandings relating to such leased properties other than as contained in the leases described in Section 3.09(d) of the SFNTC Disclosure Letter. All rental and other payments and other obligations required to be paid and performed by SFNTC or its Subsidiaries pursuant to such leases have been duly paid and performed. The use by SFNTC or its Subsidiaries of such leased premises is not in breach of any building, zoning or other statute, by-law, ordinance, regulation, covenant, restriction or official plan, other than breaches which could

27

not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC.

     (e) There are no outstanding work orders, deficiency orders, non-compliance orders or other similar notices from any Governmental Entity relating to any of the real property owned or leased by SFNTC and/or any of its Subsidiaries other than such notices or circumstances which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC. No amounts are owing by SFNTC or any of its Subsidiaries: (i) to any Government or public utility, other than current accounts which are not in arrears; or (ii) to any contractors, subcontractors, workers or any suppliers of goods and/or services with respect to such real property, or any buildings or structures therein, other than amounts earned but not yet due for services or supplies provided which amounts in the aggregate do not exceed $250,000.

     (f) SFNTC and its Subsidiaries are not parties to any lease of personal property except for leases of forklifts.

     (g) The tobacco inventory owned by SFNTC and the tobacco purchased for the account of SFNTC and its Subsidiaries by any Person, including without limitation Blending Services International, Inc., is good and usable, is in the quantities, grades and blends considered appropriate by SFNTC in a manner consistent with past practice, and is capable of being processed into cigarettes or other tobacco products of a quality which is consistent with past practice and operations for sale in the ordinary course of SFNTC’s business.

     3.10. Pension and Other Employee Benefit Plans and Agreements. (a) Section 3.10 of the SFNTC Disclosure Letter sets forth all Employee Plans maintained or contributed to by SFNTC and its Subsidiaries, or any of their ERISA Affiliates, or with respect to which SFNTC or any of its Subsidiaries or any of their ERISA Affiliates, has any liability or is otherwise bound (“SFNTC Employee Plans”), and SFNTC has furnished or made available or will furnish and make available to RJR true and complete copies of all such SFNTC Employee Plans as amended and in effect on the date hereof with copies of all related trust agreements, annuity contracts, instance contracts or other funding instruments, actuarial reports (for the past three years), annual reports (such as IRS Form 5500) and financial statements (for the past three years), IRS filings (for the past three years), determination letters and plan summaries, booklets and personnel manuals.

     (b) The execution and delivery of this Agreement by SFNTC and the consummation of the transactions contemplated hereby do not constitute and will not result in any “prohibited transaction” within the meaning of Section 406 of ERISA or Section 4975 of the Tax Code, and there have been no such “prohibited transactions” or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) by ERISA with respect to the SFNTC Employee Plans that could result in the imposition of any liability or excise tax under ERISA or the Code.

     (c) The Santa Fe Natural Tobacco Company, Inc. Profit Sharing/401(k) Plan is the only SFNTC Employee Plan that is intended to be qualified under § 401(a) of the Tax Code and, to the Knowledge of SFNTC, there is no fact or circumstance which is likely to

28

adversely affect such qualified status.

     (d) Neither SFNTC nor any of its Subsidiaries, nor any of their ERISA Affiliates, has, or at any time has had, an obligation to contribute to a “defined benefit plan,” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code.

     (e) Each SFNTC Employee Plan and any related trust or other funding agreements is duly established and is currently, and has been in the past, in compliance in all material respects with the requirements of their terms and with applicable laws and applicable collective bargaining agreements as to the form, operation, and administration of such plans; and to the extent that one or more SFNTC Employee Plans fails to comply with applicable laws as of the Closing Date, the aggregate amount of fees, fines, penalties, sanctions and costs of correction and other costs or liabilities, including attorneys fees, which may be incurred by SFNTC, the Surviving Corporation and/or such plans as a result of such non-compliance and/or in connection with such corrective actions as maybe undertaken to remedy such non-compliance shall not exceed $125,000.

     (f) All returns, reports, notices, and applications relating to each SFNTC Employee Plan required by law or regulation to be filed with or submitted to any Governmental Entity have been timely filed or submitted.

     (g) All contributions or premiums required to be made or paid on or before the date hereof to or in respect of each SFNTC Employee Plan under the terms of such plan, ERISA, the applicable tax laws and regulations or other applicable law and applicable collective bargaining agreements have been timely made and no taxes, penalties or fees are owing or payable under or in respect of any such plan and any contribution or premium not yet made or paid has been properly accrued and reserved in the financial statements in accordance with GAAP.

     (h) Neither SFNTC nor any of its Subsidiaries or any ERISA Affiliate of any of them has incurred any liability (except for premiums not yet due) to the Pension Benefit Guaranty Corporation which has not been discharged and will not incur any such liability as a result of the Merger.

     (i) There exists no liability of SFNTC or any of its Subsidiaries, or any of their ERISA Affiliates in connection with any former SFNTC Employee Plan or former SFNTC ERISA Affiliate Plan that has terminated, all termination liabilities have been fully discharged, and all procedures for termination of each such former plans have been properly followed in accordance with the terms of such former SFNTC Employee Plan or any former SFNTC ERISA Affiliate Plan and applicable law.

     (j) No event has occurred respecting any of the SFNTC Employee Plans or SFNTC ERISA Affiliate Plans which would entitle the Pension Benefit Guaranty Corporation to wind-up or terminate any such SFNTC Employee Plan or SFNTC ERISA Affiliate Plan, in whole or in part.

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     (k) There are no merger or asset transfer applications pending with any Governmental Entity with respect to any SFNTC Employee Plan.

     (l) Except as required by law, none of the SFNTC Employee Plans requires or permits a retroactive increase in premiums or payments and no improvements to any such plan have been promised to any Person, and with respect to any insurance policy providing benefits (or providing funding for benefits) under any SFNTC Employee Plan, there is no liability in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability, nor would there be any such liability if such insurance policy was terminated on the date hereof.

     (m) None of the SFNTC Employee Plans or SFNTC ERISA Affiliate Plans is a “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) nor within the previous six (6) years has SFNTC or any of its Subsidiaries, or any of their ERISA Affiliates, participated in, contributed to, or had any obligation (including, without limitation, “withdrawal liability” within the meaning of Part 1 of Subtitle E of Title IV of ERISA) with respect to any multiemployer plan.

     (n) Neither the execution of this Agreement nor any agreement referred to or contemplated herein, nor the consummation of the Merger or the other transactions contemplated by this Agreement, will: (i) result in any payment (including, without limitation, severance, change of control, unemployment compensation, golden parachute or otherwise) becoming due under any SFNTC Employee Plan; (ii) increase any benefits otherwise payable under any SFNTC Employee Plan; (iii) result in the acceleration of the time of payment or vesting of any such benefits; (iv) result in the deemed satisfaction of any performance criteria; or (v) result in the forgiveness, modification, extension or guarantee of any loan or indebtedness.

     (o) There are no actions, suits, claims or proceedings, whether in equity or at law, or Governmental examinations or investigations pending or, to the Knowledge of SFNTC, threatened against or with respect to any SFNTC Employee Plan or any assets of any such SFNTC Employee Plan and all benefits due under each SFNTC Employee Plan have been timely paid.

     (p) Except as limited by law, each SFNTC Employee Plan can be amended or terminated at any time without approval from any Person, without advance notice (other than as required by ERISA for ERISA pension plans), and without any liability other than for benefits accrued prior to such amendment or termination.

     (q) No SFNTC Employee Plan has any material unfunded accrued benefits or liabilities that are not fully reflected in the SFNTC Financial Statements, and the SFNTC Financial Statements contain adequate accruals for (i) bonuses, sales commissions and vacation pay earned but not received as of the date of this Agreement and (ii) incurred or continuing but unpaid claims (including, without limitation, workers’ compensation claims) under SFNTC Employee Plans that are not funded by insurance.

     (r) No SFNTC Employee Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or upon retirement other than

30

     (i) coverage mandated by applicable law, (ii) death or retirement benefits under any SFNTC Employee Plan that is intended to be qualified under Section 401(a) of the Code or (iii) deferred compensation benefits reflected in the financial statements.

     (s) No SFNTC Employee Plan is or at any time was funded through a “welfare benefit fund,” as defined in Section 419(e) of the Code, and no benefits under any SFNTC Employee Plan are or at any time have been provided through a “voluntary employees’ beneficiary association” within the meaning of Section 501(c)(9) of the Code or a supplemental unemployment benefit plan within the meaning of Section 501(c)(17) of the Code.

     (t) There are no “leased employees” within the meaning of Section 414(n) of the Code who perform services for SFNTC or any of its Subsidiaries, or any of their ERISA. Affiliates.

     (u) Neither SFNTC nor any of its Subsidiaries, nor any of their ERISA Affiliates, contributes to, maintains or has any liability with respect to an Employee Plan that is subject to the laws of a country other than the United States.

     3.11. Litigation and Compliance. (a) Except for claims which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SFNTC:

(i)

there are no claims, actions, suits, proceedings, arbitrations, investigations or inquiries before or by any Governmental Entity, other regulatory or self regulatory body or association or arbitrator now pending, or, to the Knowledge of SFNTC, threatened, against SFNTC or any of its Subsidiaries or with respect to the business of or any asset or property owned, leased or used by, SFNTC or any of its Subsidiaries; and

(ii)

there are no actions, suits, claims or proceedings, now pending or, to the Knowledge of SFNTC, threatened, which question or challenge the validity of this Agreement or any action taken or to be taken pursuant to this Agreement.

     (b) Each of SFNTC and its Subsidiaries is, and since January 1, 1998 has been, in compliance with and not in default or violation under, and has not received notice asserting the existence of any default or violation under; any law applicable to the businesses or operations of SFNTC and its Subsidiaries, including without limitation, all laws relating to occupational health or safety (but excluding any Environmental Law), except for non- compliance, defaults, and violations which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on SFNTC.

     (c) SFNTC and its Subsidiaries, and the material assets, business or property of SFNTC and its Subsidiaries, are not subject to any judgment, order, decree or settlement made or entered into in respect of any lawsuit or proceeding which has had, or which could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on

31

SFNTC or which is reasonably expected to prevent SFNTC from performing its obligations under this Agreement.

     3.12. Insurance. Except to the extent that insurance coverage with respect to tobacco product-related liabilities is unobtainable or is obtainable only at a cost which SFNTC reasonably believes to be prohibitive or unreasonable, SFNTC and its Subsidiaries have insured their respective operations and assets against risks, loss and damage, with coverages of a type and in a manner which SFNTC believes is prudent and reasonable in the circumstances. Section 3.12 of the SFNTC Disclosure Letter contains a description of coverage and premiums paid for all material policies of fire, liability, casualty, fidelity, workers’ compensation, life, directors’ and officers’ liability and other forms of insurance covering occurrences as of, or claims made, any date during the period from January 1, 2000 and through the date hereof and maintained by SFNTC or any of its Subsidiaries. No notice of cancellation or threat thereof with respect to any such policy has beat received prior to the date hereof and no insurer has denied coverage to SFNTC or any of its Subsidiaries on a material insurance policy of any type. All policies described or required to be described in Section 3.12 of the SFNTC Disclosure Letter are in full force and effect and none of SFNTC or any of its Subsidiaries is in default, whether as to payment of premium or otherwise, in any material respect under the terms of any such policy, nor, to SFNTC’s Knowledge, has SFNTC or any of its Subsidiaries done or omitted to do any act or thing which could render any such insurance policy void or voidable.

     3.13. Brokers and Finders. No Person other than Stephens Inc. has acted on behalf of SFNTC or any SFNTC Subsidiary in connection with any negotiations relative to this Agreement and the transactions contemplated hereby, and such negotiations have been carried on by such parties without the intervention of any other Person acting on behalf of SFNTC or any of its Subsidiaries in such a manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment against RJR or SFNTC or any of its Subsidiaries. SFNTC has provided RJR with a true and correct copy of the agreement pursuant to which it is obligated to pay any amount to Stephens Inc.

3.14. Environmental Matters. (a) Each of SFNTC and its Subsidiaries has been and currently is in compliance with and not in default under or violation of all Environmental Laws; (b) neither SFNTC nor any of its Subsidiaries has received any notice asserting the existence of any default, violation or liability under any Environmental Laws applicable to its property, business or operations; except for non-compliance, defaults or violations which could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on SFNTC; (c) each of SFNTC and its Subsidiaries has obtained and currently maintains in effect all material permits, licenses, authorizations, consents or approvals required under any Environmental Law (“Environmental Permits”) and has filed timely applications for renewal of those Environmental Permits for which the date for filing a renewal application will have passed by the Closing; and (d) there exists no Environmental Condition which, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect on SFNTC.

     3.15. Affiliate Transactions. No SFNTC Shareholder and no Affiliate of any SFNTC Shareholder or, to the Knowledge of SFNTC, any officer or director of any SFNTC Shareholder (in the case of corporate shareholders), or any member of their immediate family, has, since January 1, 1998 provided or caused to be provided to, or received from, SFNTC or

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any Subsidiary of SFNTC, any assets, loans, advances, services or facilities having a fair market value in excess of $60,000 in the aggregate per Person. To the Knowledge of SFNTC. no Person currently employed by SFNTC or any Subsidiary of SFNTC is also a spouse, parent, sibling, or brother, sister, mother or father-in-law, or lineal descendent or ascendant of any officer or director of SFNTC or any shareholder of SFNTC. There are no contracts, agreements, arrangements or understandings between SFNTC or any Subsidiary of SFNTC, on the one hand, and any Person referred to elsewhere in this Section 3.15, on the other hand (“Intercompany Contracts”).

     3.16. Board Approval: Opinion of Financial Advisor. At a meeting duly called and held prior to the date of execution hereof by SFNTC, the members of the Board of Directors of SFNTC duly (a) determined that the Merger Consideration is fair to the holders of SFNTC Common Stock and that the Merger is advisable and in the best interests of SFNTC, (b) resolved to approve this Agreement and the transactions contemplated hereby, and (c) resolved to recommend approval of this Agreement to the holders of SFNTC Common Stock. SFNTC has received the opinion of Stephens Inc., dated as of the date of such board determination, to the effect that, as of such date, the Merger Consideration is fair from a financial point of view to the shareholders of SFNTC, a signed copy of which has been or promptly will be delivered to RJR.

     3.17. Required Vote. The affirmative vote of the holders of a majority of the outstanding shares of SFNTC Common Stock entitled to vote at the SFNTC Shareholder Meeting is required to approve this Agreement (“SFNTC Shareholder Approval”). No other vote of the shareholders of SFNTC is required by law, the Restated Articles of Incorporation or the Restated Bylaws of SFNTC or otherwise in order for SFNTC to consummate the Merger and the transactions contemplated by this Agreement.

     3.18. Employment Matters. (a) Neither SFNTC nor any of its Subsidiaries is a party to, and no employees of SFNTC or any of its Subsidiaries are covered by any collective bargaining agreement, letter of understanding, letter of intent or written commitment with any trade union or association; (b) there are no representation questions, arbitration proceedings, complaints of unfair labor practices, labor strikes, slow-downs or stoppages, material grievances. or other labor troubles pending or, to the Knowledge of SFNTC, threatened, with respect to the employees of SFNTC or any of its Subsidiaries which would have a Material Adverse Effect on SFNTC; and (c) to the Knowledge of SFNTC, there are no present or pending applications for certification of any union as the bargaining agent for any employees of SFNTC or any of its Subsidiaries and there have been no such applications within the last two (2) years.

     3.19. Proxy Statement. The Proxy Statement will, at the time it is mailed to the holders of SFNTC Common Stock or at any time it is amended or supplemented, (i) not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading and (ii) comply in all material respects with all applicable law, except that no representation or warranty is made by SFNTC with respect to statements made or incorporated by reference therein based on information supplied by RJR for inclusion or incorporation by reference in the Proxy Statement.

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     3.20. Termination of Rothmans Agreement. SFNTC shall have taken all actions necessary and within its power to terminate the agreement or agreements between SFNTC and Rothmans Inc. (“Rothmans”) entered into in connection with or relating to the acquisition by Rothmans of SFNTC and none of SFNTC, any of its Subsidiaries, RJR or SubCo or any of their respective Affiliates shall have any further obligations to pay money or take any other action thereunder, except for SFNTC’s obligation under its agreement with Rothmans to pay the termination fee specified therein that is not payable until the consummation of an alternative transaction.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF RJR AND SUBCO

   RJR and SubCo hereby represent and warrant to SFNTC as follows:

     4.01. Organization, Good Standing, Power, Etc. RJR is a corporation validly existing and in good standing under the laws of its state of incorporation or organization and has all requisite power and authority to own, operate and lease its respective properties and assets and to carry on its business as now being conducted. RJR is duly qualified to do business and is in good standing as a foreign corporation in each other jurisdiction in which the ownership, operation or leasing of its properties or assets or the nature of its business require such qualification, except where the failure so to qualify, individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect on RJR

     4.02. Authorization of Agreement, Etc. (a) RJR has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement by RJR and the consummation by RJR of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of RJR This Agreement has been duly executed and delivered by RJR and constitutes the legal, valid and binding obligation of RJR, enforceable against RJR in accordance with its terms except as may be limited by any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors and that the remedy of specific performance and injunctive in other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

     (b) Neither the execution and delivery of this Agreement by RJR, nor the consummation of the transactions contemplated hereby to be performed by RJR, will (i) violate or conflict with any provision of the Articles of Incorporation or By-laws, as currently in effect. of RJR or (ii) violate or conflict with any provision of any law, rule, regulation, order; permit, certificate, writ, judgment, injunction, decree; determination, award or other decision of any Governmental Entity, other regulatory or self-regulatory body or association or arbitrator binding upon RJR or any RJR Subsidiary or any of their respective properties, except, in the case of clause (ii), where such violations or conflicts could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on RJR or on the ability of RJR to consummate the transactions contemplated hereby.

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     (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to RJR or any RJR Subsidiary in connection with the execution and delivery of this Agreement by RJR or the consummation by RJR of the transactions contemplated hereby, other than (i) the filing of the New Mexico Certificate of Merger in accordance with the requirements of New Mexico Law in the offices of the Public Regulation Commission of New Mexico in accordance with Sections 53-14-1 through 53-14-7 of the BCANM. (ii) in connection or compliance with the Exchange Act, (iii) such as may be required under the HSR Act, and (iv) such filings or registrations which, if not made, and such authorizations, consents or approvals which, if not received, could not, individually or in the aggregate, reasonably expected to have Material Adverse Effect on RJR or on the ability of RJR to consummate the transactions contemplated hereby.

     4.03. Brokers and Finders. No Person other than Lehman Brothers Inc. has acted on behalf of RJR or any RJR Subsidiary in connection with any negotiations relative to this Agreement and the transactions contemplated hereby, and such negotiations have been carried on by such parties without the intervention of any other Person acting on behalf of either RJR or any RJR Subsidiary, in such a manner as to give rise to any valid claim for a brokerage commission, finder’s fee or any other like payment against RJR, any RJR Subsidiary or SFNTC.

     4.04. SubCo. (a) SubCo has all requisite corporate power and authority to enter into and perform all of its obligations under this Agreement. The execution and delivery of this Agreement by SubCo and the consummation by SubCo of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of SubCo. This Agreement has been duly executed and delivered by SubCo and constitutes the legal, valid and binding obligation of SubCo, enforceable against SubCo in accordance with its terms except as may be limited by any applicable bankruptcy, insolvency, reorganization or other law relating to or affecting the enforcement of creditors’ rights or the relief of debtors and that the remedy of specific performance and injunctive in other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

     (b) SubCo was formed by RJR solely for the purpose of engaging in the transactions contemplated hereby. As of the date hereof and the Effective Time, except as contemplated hereby, the capital stock of SubCo is and will be owned 100% by RJR directly or indirectly.

     (c) As of the date hereof and the Effective Time, except for obligations or liabilities incurred in connection with its incorporation or organization and the transactions contemplated thereby and hereby, SubCo has not and will not have incurred, directly or indirectly through any Subsidiary or Affiliate, any obligations or liabilities or engaged in any business or activities of any type or kind whatsoever or entered into any arrangements or arrangements with any Person.

     (d) RJR will take all action necessary to ensure that SubCo will not at any time prior to the Effective Time own any asset other than an amount of cash necessary to

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incorporate SubCo, to complete the Merger and to pay the expenses of the Merger attributable to SubCo if the Merger is consummated.

     4.05. Information Supplied. None of the information supplied or to be supplied by RJR for inclusion or incorporation by reference in the Proxy Statement will, at the time of its mailing to SFNTC shareholders, or at any time of its amending or supplementation, contain any untrue statement of a material fact or omit to state any material Act required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading.

     4.06. Financial Capability. RJR has sufficient financial resources to pay the Merger Consideration and to effect all other transactions provided for in or contemplated by this Agreement.

ARTICLE V

COVENANTS OF SFNTC

     Except, in the case of Sections 5.04, 5.08, 5.09, 5.10, 5.11, 5.12 and 5.19 only, as described in the corresponding section in the SFNTC Disclosure Letter, SFNTC covenants and agrees with RJR that, at all times prior to the Effective Time, SFNTC at its expense will comply with all covenants and provisions of this Article V, except to the extent RJR may otherwise consent in writing or to the extent otherwise expressly required or permitted by this Agreement. In each place where the covenants set froth in Sections 5.02, 5.04, 5.08, 5.09, 5.10, 5.11, 5.12, 5.13 and 5.19 hereof provide that SFNTC will cause its Subsidiaries to take any action or refrain from taking any action, with regard to the GmbH, SFNTC will use its reasonable best efforts to cause the GmbH to take such action or refrain from taking such action, as the case may be.

     5.01. Approvals. SFNTC will, and will cause its Subsidiaries to, (i) take all reasonable steps and use all reasonable efforts necessary or desirable to recommend the granting of and to obtain, as promptly as practicable, all approvals, authorizations, certificates, franchises, licenses, consents and clearances of Governmental Entities and of third parties, required of SFNTC to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental Entities as RJR or such authorities may reasonably request, and (iii) cooperate with RJR in obtaining, as promptly as practicable, all approvals, authorizations, certificates, franchises, licenses, consents and clearances of Governmental Entities required of RJR to consummate the transactions contemplated hereby.

     5.02. Investigation by RJR. Subject to applicable antitrust laws, SFNTC will provide RJR its counsel, accountants and other representatives with reasonable access, upon prior notice and during normal business hours, to all facilities, officers, directors, employees, agents, assets, properties, books and records of SFNTC, and its Subsidiaries and will furnish RJR and such other persons during such period with all such other information and data concerning the business, operations and affairs of SFNTC and its Subsidiaries or the transactions contemplated hereby as RJR or any of such other Persons reasonably may request.

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     5.03. No Shop. (a) Except as otherwise provided for herein, from and after the date hereof until the Closing Date, SFNTC shall not, and it shall ensure that its Subsidiaries and their respective directors do not, and shall not permit or authorize the respective officers, directors, shareholders, employees, representatives, agents and other advisors (“Representatives”) of SFNTC and its Subsidiaries to, directly and indirectly:

(i)	solicit, initiate, or engage in discussions or negotiations with any Person, encourage submission of any inquiries, proposals, or offers by, or take any other action intended or designed to facilitate the efforts of any Person relating to a Competing Proposal (as hereinafter defined);
(ii)	provide confidential information with respect to SFNTC or any of its Subsidiaries, or afford any access to the properties, books, or records of the same, to any Person, other than RJR and its Representatives that senior management of SFNTC shall have reasonable grounds to believe, or does believe, that such Parson may wish to propose or pursue a Competing Proposal; or
(iii)	take any other action to facilitate any inquiries or the making of any proposal that senior management of SFNTC shall have reasonable grounds to believe, or shall believe constitutes or that could reasonably be expected to lead to a Competing Proposal

provided, however, that prior to the SFNTC Shareholders Meeting, in response to an unsolicited bona fide written inquiry, offer or proposal relating to a Competing Proposal that in the good faith opinion of the Board of Directors of SFNTC, based on the advice of SFNTC’s financial advisor, would reasonably be expected to result in a Superior Proposal (as defined below), SFNTC may: (A) furnish such information or access with respect to SFNTC to the person making such inquiry, offer or proposal relating to a Competing Proposal pursuant to a customary confidentiality agreement with such person, or (B) participate in negotiations regarding such Competing Proposal, but in each case only if (x) the Board of Directors of SFNTC determines in good faith, in consultation with outside legal counsel that such action is necessary in order for such Board to act in a manner consistent with its fiduciary duties under applicable law, and (y) SFNTC complies with Section 5.03(c) with respect to such proposal. SFNTC will promptly provide to RJR any information regarding SFNTC provided to any Person making a Competing Proposal that was not previously provided to RJR.

Without limiting the foregoing, it is understood that any violation of the restrictions set forth in the preceding sentence by any Representative of SFNTC or any of its Subsidiaries shall be deemed to be a breach of this paragraph by SFNTC provided that the receipt and acknowledgement of an inquiry, proposal or offer relating to a Competing Proposal shall not constitute such a breach so long as SFNTC complies with the provisions of Section 5.03(c).

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For purposes of this Section 5.03, a “Competing Proposal” means a proposal received by SFNTC from a Person other than RJR for.

(A)	the possible acquisition of, or business combination with, SFNTC or any of its Subsidiaries (whether by way of merger, consolidation, take-over bid, tender offer, purchase of shares, purchase of assets, or otherwise);
(B)	the possible acquisition of any material portion of shares of capital stock or other equity interests or assets of SFNTC or any of its Subsidiaries; or
(C)	any tender offer or exchange offer or other secondary purchase that, if consummated, would result in any Person owning or acquiring any securities of SFNTC or any of its Subsidiaries;

whether directly or indirectly in one transaction or a series of related transactions.

     (b) Except as otherwise provided in this Section 5.03(b), neither the Board of Directors of SFNTC nor any committee thereof shall:

(i)	withdraw or modify, or propose to withdraw or modify, in a manner adverse to RJR or SubCo, the approval or recommendation by such Board of Directors or any such committee of the Merger or this Agreement;
(ii)	approve or recommend, or propose to approve or recommend, any Competing Proposal; or
(iii)	cause or permit SFNTC or any of its Subsidiaries to enter into any agreement, including an agreement in principle or letter of intent (any such agreement, a “Transaction Agreement”) to effect a Competing Proposal.

Notwithstanding the foregoing, if SFNTC has received an unsolicited Competing Proposal, which the Board of Directors of SFNTC has determined in good faith in consultation with its financial advisor is a Superior Proposal, after taking into account any proposed modification to this Agreement by RJR pursuant to (y) below, the Board of Directors of SFNTC may, prior to the SFNTC Shareholders Meeting and subject to the other terms of this Section 5.03 (A) withdraw or modify its recommendation of the Merger or this Agreement or (B) approve or recommend such Superior Proposal for approval by the holders of SFNTC Shares, but in each case only if: (x) the Board of Directors of SFNTC determines in good faith, in consultation with outside legal counsel that such action is necessary in order for the Board to act in a manner consistent with its fiduciary duties under applicable law, and (y) SFNTC shall have furnished RJR with written notice at least five (5) Business Days prior to the date any such actions are proposed to be taken specifying which actions are proposed to be taken and after taking into account modifications to this Agreement proposed by RJR during such five (5)

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Business Day period, the Board of Directors of SFNTC shall have determined in good faith that such Competing Proposal still constitutes a Superior Proposal. For purposes of this Agreement, “Superior Proposal” means a bona fide written Competing Proposal made by a third party (i) on terms which the Board of Directors of SFNTC determines, in good faith, based on the advice of its financial advisor and in light of all relevant circumstances (including, without limitation, (V) the apparent likelihood of such third party being able to obtain any financing that it may require to consummate the proposed. transaction, (W) the amount and nature of the consideration, (X) the potential post-closing liability of the holders of SFNTC Shares or financial risk to the holders of SFNTC Shares of realizing any deferred consideration, (Y) the effect of any delay that might be experienced in consummating the proposed transaction, and (Z) the likelihood of obtaining approval of the proposed transaction by the holders of SFNTC Shares) are financially superior to those provided for pursuant to this Agreement in the absence of any modifications hereto and (ii) that is reasonably likely to be consummated by the Person making such Competing Proposal.

     (c) SFNTC shall promptly, but in no event later than two Business Days following receipt, advise RJR orally and in writing of:

(i)	any written inquiry, offer or proposal which senior management of SFNTC has reasonable grounds to believe or shall believe may lead to or relate to a Competing Proposal or any oral inquiry, offer or proposal specifying consideration proposed to be paid pursuant to a Competing Proposal, including the material terms and conditions of any such inquiry, offer or proposal and the identity of the Person making any such inquiry, offer or proposal;
(ii)	any Competing Proposal, including the material terms and conditions of such Competing Proposal, and the identity of the Person making any such Competing Proposal;
(iii)	any written inquiry or proposal for material nonpublic information relating to SFNTC or any-of its Subsidiaries by any Person other than RJR and its Representatives which senior management of SFNTC shall have reasonable grounds to believe, or does believe, that such Person may wish to propose or pursue a Competing Proposal or any oral inquiry or proposal for material nonpublic information relating to SFNTC or any of its Subsidiaries by any Person specifying consideration proposed to be paid pursuant to a Competing Proposal; or
(iv)	any action which SFNTC proposes to take in accordance with clauses (A) or (B) of the proviso to Section 5.03(a), including, in each case, the material terms and conditions of such Competing Proposal, inquiry, offer or proposal and the identity of the Person making any such Competing Proposal or inquiry, offer or proposal or with respect to which such action is taken and whether or not

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SFNTC believes any Competing Proposal so reported is or could result in a Superior Proposal.

SFNTC will keep RJR fully and timely informed of the status and details (including amendments or proposed amendments) of any such Competing Proposal, inquiry or offer or action and any restrictions relating thereto and will provide RJR with copies of any written communications between SFNTC and any such Person. SFNTC will and will cause its Subsidiaries and Representatives to cease immediately and cause to be terminated all activities, discussions and negotiations, if any, with any Persons conducted prior to the date hereof with respect to any Competing Proposal or request; provided, however, that if any such Persons submit a new Competing Proposal after the date hereof, SFNTC shall not be prohibited from engaging in discussions or otherwise negotiating with such Persons to the extent that such actions are otherwise permitted under this Section 5.03.

     5.04. Conduct of Business. SFNTC will, and will cause its Subsidiaries to, conduct their business only in the ordinary course and consistent with past practice and custom. Without limiting the generality of the foregoing:

     (a) SFNTC will, and will cause its Subsidiaries to, use all reasonable efforts to (i) preserve intact their present business organizations, reputations and customer relations, (ii) preserve their relationships with customers, suppliers, lesson and others having business dealings with them to the end that their goodwill and ongoing business shall not be impaired to any material extant at this Effective Time, (iii) keep available the services of their present officers, employees, agents, consultants and other similar representatives, (iv) maintain all of their qualifications and authorizations to do business in each jurisdiction in which each of them is so qualified or authorized, (v) maintain all of their assets and properties in good condition and repair, ordinary wear and tear excepted, and (vi) continue all current marketing activities relating to their businesses, operations or affairs.

     (b) SFNTC will cause the books and records of SFNTC and its Subsidiaries to be maintained in the usual manner and consistent with past practice and custom and will not permit a material change in any operational, financial reporting or accounting practice or policy of SFNTC or any of its Subsidiaries or in any assumption underlying such a practice or policy, or in any method of calculating any bad debt, contingency or other reserve for financial reporting purposes or for other accounting purposes.

     (c) SFNTC will, and will cause its Subsidiaries to, (i) prepare properly and file duly, validly and timely all reports and all Tax Returns required to be filed with any governmental or regulatory authorities with respect to the businesses, operations or affairs of SFNTC and its Subsidiaries, as applicable, and (ii) pay fully when due all Taxes indicated by such Tax Returns or otherwise levied or assessed upon SFNTC and its Subsidiaries, as applicable or any of their assets and properties, and withhold or collect and pay to the proper Taxing authorities or hold in separate bank accounts for such payment all Taxes that SFNTC and its Subsidiaries is required to so withhold or collect and pay, unless such Taxes are being contested in good faith and, if appropriate, reasonable reserves therefor have been established and reflected in the books and records of SFNTC and its Subsidiaries and in accordance with generally accepted accounting principles consistently applied. SFNTC will not make, change or revoke any

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Tax election unless required by law or make any agreement or settlement with any taxing authority regarding any amount of Taxes or which is reasonably expected to increase the obligations of SFNTC or the Surviving Corporation to pay Taxes in the future.

     (d) SFNTC will use, and will cause its Subsidiaries to use, all reasonable effort to maintain in full force and effect until the Effective Time substantially the same levels of coverage as the insurance afforded under the contracts in force as of the date of this Agreement.

     (e) SFNTC will, and will cause its Subsidiaries to comply, in all material respects, with all legal requirements applicable to their business, operations or affairs, as applicable.

     (f) Except in the ordinary course of business consistent with past practice and custom, SFNTC will not, and will not permit its Subsidiaries to, without the prior written consent of RJR, (i) enter into any Material Contracts; (ii) amend, cancel, modify, alter or otherwise change the terms of any of their leases or other material agreements, arrangements, commitments, or other right or obligations to which it may be emitted or subject or (iii) waive or relinquish any of their material rights, claims or authority, or give any material consents to action or inaction, under any of the agreements, arrangements, commitments, leases or other bases of their rights or obligations.

     (g) SFNTC will not, and will not permit its Subsidiaries to, create or establish any Employee Plans, policies or programs or enter into any contracts, agreements or arrangements relating to employment, severance, change of control, unemployment compensation, golden parachute or otherwise without the prior written consent of RJR, unless required by law.

     (h) Without the prior written consent of RJR, SFNTC will not, and will not permit its subsidiaries to, (i) increase the salary of any person except for increases to non-executive officer employees in the ordinary course of business consistent with past practice, not to exceed 5% for any particular employee, or increase or establish other monetary compensation of any person, including without limitation any bonus compensation or (ii) hire or terminate the employment of any executive officer or other employee who has or would have annual compensation of more than $60,000.

     (i) Notwithstanding anything herein to the contrary, without the prior written consent of RJR or except as otherwise required hereby or to preserve a lease that is otherwise terminable by the lessor upon consummation of the transactions contemplated hereby, SFNTC will not, and will not permit its Subsidiaries to, (A) enter into any real property lease or, directly or indirectly, terminate, modify, assign, release, relinquish or waive any material tight of SFNTC or its Subsidiaries under any existing real property lease or increase its obligations under real property leases, (B) acquire capital assets or enter into capital leases or other agreements establishing long-term commitments; (C) incur, guarantee, assume, or modify any indebtedness (whether evidenced by a note or other instrument, pursuant to a financing lease, sale-leaseback transaction or otherwise) that would be required to be reflected as indebtedness on a consolidated balance sheet of SFNTC prepared in accordance with GAAP, other than borrowings in the ordinary course of business under existing credit facilities of SFNTC or any of its Subsidiaries,

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and not permit such indebtedness to exceed $7 million; or (D) authorize, recommend propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.05. No Charter Amendments. SFNTC will not amend or propose to amend its Restated Articles of Incorporation or its Restated By-laws or other charter or organizational documents or take any action with respect to any such amendment SFNTC will not permit its Subsidiaries to amend or propose to amend their respective Articles of Incorporation. By-laws, or other charter or organization documents or take any action with respect to such amendment SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.06. No Issuance or Disposition of Securities. SFNTC will not, and will not permit its Subsidiaries to, (i) authorize or issue any shares of such Person’s capital stock or other equity securities or enter into any contract granting any option, warrant or right calling for the authorization or issuance of any such shares or other equity securities, (ii) create or issue any securities directly or indirectly convertible into or exchangeable for any such shares or other equity securities, (iii) create or issue any options, warrants or rights to purchase any such convertible securities, (iv) pledge, assign, transfer or otherwise dispose of or encumber any shares of, or any options, warrants or rights to purchase any shares of, any equity securities of such Person, or (v) split, combine or reclassify any equity securities of such Person. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.07. No Dividends. Except as set forth in Section 5.07 of the SFNTC Disclosure Letter, SFNTC will not, and will not permit its Subsidiaries to take any action or make any payment that would constitute a Restricted Payment, including without limitation, declare, set aside or pay any dividend or other distribution in respect of such Person’s capital stock or other equity securities, or directly or indirectly redeem, purchase or otherwise acquire any shares of such Person’s capital-stock or other equity securities, or any interest in or right to acquire any such shares or other equity securities. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.08. No Disposal of Property. Except as expressly provided in this Agreement, SFNTC will not, and will not permit its Subsidiaries to, (i) dispose of or assign any of its assets or properties or permit any of such Person’s assets and properties to be subjected to any Liens, easements, rights-of-way or other encumbrances except to the extent any such disposition or any such Lien, easement, right-of-way or other encumbrance is made or incurred in the ordinary course of the business consistent with past practice and custom and is not material to the business, operations or assets of such Person, or (ii) sell any material part of such Person’s operations or business to any third party. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

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     5.09. No Acquisitions. SFNTC will not, and will not permit its Subsidiaries to, (i) merge, consolidate or otherwise combine or agree to merge, consolidate or otherwise combine with any other person, (ii) acquire any of the assets, capital stock or other equity securities of any other Person for a purchase price in excess of $100,000, or any business division of any other Person or (iii) otherwise acquire control or ownership of any other Person. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.10. No Cancellation of Indebtedness. Except in the ordinary course of business consistent with past practice and custom, SFNTC will not, and will not permit its Subsidiaries to, cancel, pay, agree to cancel or pay, or otherwise provide for a complete or partial discharge in advance of a scheduled payment date with respect to, any debt, obligation or other liability, or waive, cancel or compromise any right to receive any direct or indirect payment or other benefit under any debt, obligation or other liability owing to such Person. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.11. Payment of Liabilities. SFNTC will not, and will not permit its Subsidiaries to, delay of postpone beyond normal past practice and custom the payment of any material account payable or other debt, obligation or other liability. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.12. Employee Plans. SFNTC will not, and will cause each of its Subsidiaries and ERISA Affiliates to not do any of the following:

     (a) Except as may be required to satisfy contractual obligations or SFNTC Employee Plan obligations existing as of the date hereof and the requirements of applicable law or with the approval of RJR: (i) amend or increase or accelerate the payment or the vesting of the amounts, benefits or rights payable or accrued or to become payable or accrued under any SFNTC Employee Plan where such amendment, increase or acceleration would increase SFNTC’s or any of its Subsidiaries’, or any of their ERISA Affiliates’ annual or aggregate liability or funding obligations in connection with such SFNTC Employee Plan by more than five percent (5%), (ii) terminate or merge any SFNTC Employee Plan(s), (iii) transfer assets from any SFNTC Employee Plan, (iv) extend membership, benefits or coverage under any SFNTC Employee Plan to any employee who is not currently eligible to receive such membership, benefits or coverage, or (v) incorporate any “change in control” provision into any SFNTC Employee Plan, or modify any “change in control” provision presently contained in any SFNTC Employee Plan;

     (b) withdraw, permit or consent to the removal of any assets of any of the SFNTC Employee Plans other than for the purpose of paying benefits and payment of expenses, each in the ordinary count of business, consistent with past practice and under the terms of such plan.

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SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.13. Settlement of Litigation. SFNTC will not, and will not permit its Subsidiaries to, compromise, settle, grant any waiver or release relating to or otherwise adjust any material claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), including any litigation, except for any such compromise, settlement, waiver, release or adjustment in the ordinary course of business consistent with past practice and involving a payment by SFNTC or one of its Subsidiaries not in excess of $100,000 in the aggregate following prior notice to and consultation with RJR in a manner consistent with any applicable antitrust laws. SFNTC will not authorize, recommend, propose or announce an intention to do any of the foregoing, or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.

     5.14. Shareholders Meeting. SFNTC will as soon as practicable following the date of this Agreement, establish a record date (which shall be as soon as practicable following the date of this Agreement) for, duly call, give notice o£ convene and hold a meeting of all of the holders of SFNTC Common Stock (the “SFNTC Shareholders Meeting”) entitled to vote for the purpose of voting upon and approving the Merger Agreement within twenty-five (25) days of mailing the Proxy Statement to the SFNTC shareholders. SFNTC will, through its Board of Directors, recommend to its shareholders approval of such matters and shall not withdraw such recommendation. SFNTC will use its reasonable best efforts to solicit from its shareholders proxies in favor of the Merger and will take all other action necessary or, in the reasonable opinion of RJR, advisable to secure the SFNTC Shareholder Approval.

     5.15. Notice and Cure. SFNTC will notify RJR promptly in writing of, and will provide RJR with true, complete and correct copies of any and all information or documents relating to, and will use all reasonable efforts to cure before the Effective Time, any event, transaction or circumstance occurring after the date of this Agreement that results in or will result in any covenant or agreement of SFNTC under this Agreement to be breached, or that renders or will render untrue any representation or warranty of SFNTC contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. SFNTC also will use all reasonable efforts to cure, at the earliest practicable date and before the Effective Time, any violation or breach of any representation, warranty, covenant or agreement made by SFNTC in this Agreement, whether occurring or arising before or after the date of this Agreement.

     5.16. Cooperation of Management Pending Merger. Subject to applicable antitrust laws, SFNTC covenants and agrees that between the date hereof and the Effective Time. SFNTC’s management will cooperate with RJR in all reasonable requests and endeavor to help persons designated by RJR to become familiar with SFNTC’s business, its operations, properties, business prospects, needs, employees and any other matters pertaining to SFNTC’s business and operations and to begin implementation of the transitional plan to be developed by RJR and SFNTC.

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     5.17. Furnish Information for RJR Statements. SFNTC will furnish RJR all the information concerning SFNTC required for inclusion in any statement or application made by RJR to any governmental body in connection with the transactions contemplated in this Agreement. SFNTC will promptly notify RJR in writing upon the occurrence of any material event which warrants the preparation and filing of any amendment of or supplement to any such application or statement.

     5.18. Proxy Statement. SFNTC shall promptly prepare the Proxy Statement and will mail the Proxy Statement to SFNTC shareholders as promptly as practicable but in no event later than twenty (20) calendar days after the date hereof. SFNTC shall provide RJR and its Representatives with sufficient opportunity to review and comment on the form and substance of the Proxy Statement (including any amendments or supplements thereto) prior to mailing such Proxy Statement to the SFNTC shareholders. SFNTC will use all reasonable efforts to incorporate RJR’s reasonable comments into the Proxy Statement (including any amendments or supplements thereto) and will deliver a copy of the Proxy Statement (including any amendments or supplements thereto) to RJR simultaneously with mailing such Proxy Statement to the SFNTC shareholders. Subject to Section 5.03 of this Agreement, SFNTC will cause the Proxy Statement to contain the unqualified recommendation of the Board of Directors of SFNTC that its shareholders vote in favor of the Agreement.

     5.19. Intercompany Obligations. Except as set forth in Section 5.19 of the SFNTC Disclosure Letter, SFNTC will cause all accounts between SFNTC or any of its Subsidiaries and any shareholder of SFNTC or any of their respective Affiliates or family members to be paid in full as of the Closing. SFNTC will take, and will cause each of its Subsidiaries to take, all actions necessary to terminate all Intercompany Contracts, including without limitation all contracts, agreements, arrangements or understandings described or required to be described in Section 3.15 of the SFNTC Disclosure Letter, effective as of immediately prior to the Closing.

     5.20. RSM Licenses. SFNTC will use its reasonable best efforts to have replacement licenses issued to a Subsidiary of SFNTC with respect to the retail direct, consumer direct and wholesale licenses in Texas and consume direct licenses in Michigan and Mississippi currently held by RSM (collectively, the “RSM Licenses”), provided, however, that to the extent that SFNTC is unable to have replacement licenses issued to one of its entities prior to the Closing, SFNTC will cause RSM to continue its sales for the benefit of SFNTC or take such other steps as are reasonably necessary to secure the benefit of the RSM Licenses and sales of tobacco products by RSM, SFNTC or a Subsidiary of SFNTC for SFNTC.

     5.21. Employment Agreement Amendments. SFNTC will use its reasonable best efforts to procure the agreement of Stanley I. Betzer, Jr. and Douglas Rather to amend the terms of their employment agreements with SFNTC (the “Employment Agreements”) to (i) amend the termination provisions of such agreements to provide for severance benefits of not more than six months of their then-current base salary in the event of a termination by SFNTC “not for cause” and (ii) eliminate their rights to receive payments in the event of termination by SFNTC following a change in control of SFNTC. Following such amendment neither Mr. Rather nor Mr. Betzer shall be entitled to receive any additional compensation or payments in the event of a termination following a change in control of SFNTC, except as expressly set

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forth herein. No other provisions of the Employment Agreements will be amended without the prior written consent of RJR which consent may be withheld in the sole discretion of RJR All other provisions of the Employment Agreements will remain in full force and effect.

     5.22. Stock Appreciation Rights Plan. The Board of Directors of SFNTC will amend the stock appreciation rights plan of SFNTC dated as of January I, 1996, as amended, to (a) require the mandatory redemption of all outstanding share equivalents and (b) terminate such plan effective as of the Effective Time, and SFNTC will effect such redemption prior to the Closing.

ARTICLE VI

COVENANTS OF RJR

     RJR covenants and agrees with SFNTC that, at all tines prior to the Effective Time, RJR at its expense will comply with all covenants and provisions of this Article VI, except to the extent SFNTC may otherwise consent in writing or to the extent otherwise expressly required or permitted by this Agreement.

     6.01. Approvals. RJR will (i) take all reasonable steps and use all reasonable efforts necessary or desirable to recommend the granting of and to obtain, as promptly as practicable, all approvals, authorizations and clearances of Governmental Entities and of third parties, required of RJR to consummate the transactions contemplated hereby, (ii) provide such other information and communications to such Governmental Entities as SFNTC or such authorities may reasonably request, and (iii) cooperate with SFNTC in obtaining, as promptly as practicable, all approvals, authorizations and clearances of Governmental Entities required of SFNTC to consummate the transactions contemplated hereby. Notwithstanding anything to the contrary in this Agreement, RJR shall not be required to sell or otherwise dispose of or hold separate or otherwise divest itself of, or agree to any restrictions with respect to, all or any portion of its or SFNTC’s assets or businesses or any portion of the assets or businesses of any of its or SFNTC’s Subsidiaries.

     6.02. Notice and Cure. RJR will notify SFNTC promptly in writing of, and will provide SFNTC with true, complete and correct copies of any and all information or documents relating to, and will use all reasonable efforts to cure prior to the Effective Time, any event transaction or circumstance occurring after the date of this Agreement that results in or will result in any covenant or agreement of RJR under this Agreement to be breached, or that renders or will render untrue any representation or warranty of RJR contained in this Agreement as if the same were made on or as of the date of such event, transaction or circumstance. RJR also will use all reasonable efforts to cure, at the earliest practicable date and before the Effective Time, any violation or breach of any representation, warranty, covenant or agreement made by it in this Agreement, whether occurring or arising before or after the date of this Agreement.

     6.03. Cooperation of Management Pending Merger. Subject to applicable antitrust laws, RJR covenants and agrees that between the date hereof and the Effective Time, RJR’s management will cooperate with SFNTC in all reasonable requests and endeavor to help

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persons designated by SFNTC and RJR to become reasonably familiar with RJR’s business, its operations, properties, business prospects, needs, employees and any other matters pertaining to RJR’s business and operations and to begin implementation of the transitional plan to be developed by RJR and SFNTC.

     6.04. Furnish Information for SFNTC Statements. RJR will furnish SFNTC all the information concerning RJR that is required by applicable law to be included (a) in the SFNTC Proxy Statement to be prepared and delivered to the SFNTC shareholders in connection with the SFNTC Shareholders Meeting, provided, however, that RJR will not be required to furnish to SFNTC for inclusion in the Proxy Statement, any material information concerning RJR or its Subsidiaries that has not been publicly disclosed by it prior to the date that the Proxy Statement is first mailed to SFNTC shareholders, and (b) in any statement or application made by SFNTC to any Governmental Entity in connection with the transactions contemplated in this Agreement.

     6.05. Employee Bonuses. SFNTC has historically paid year-end bonuses to its non-officer employees and intends to pay such bonuses for calendar year 2001. A total of $300,000 has been reserved for this purpose and will be reflected on the Final Closing Date Balance Sheet pursuant to Exhibit A hereto. RJR covenants and agrees that if SFNTC is unable for any reason to determine the persons and amounts of the bonuses to be paid for 2001 and to pay the same prior to Closing, RJR will cause SFNTC to pay such bonuses to the employees of SFNTC named and in the amounts set forth in written instructions to be provided to RJR in writing by Robin Sommers subsequent to the Closing; provided that the aggregate amount thereof shall not exceed $300,000. Such payments shall be made promptly after receipt by RJR of the instructions from Mr. Sommers.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS

OF RJR, SUBCO AND SFNTC

Notwithstanding any other provision of this Agreement, the obligation of each of RJR, SubCo and SFNTC to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions precedent any one of which may be waived by such entity:

     7.01. HSR Approval. The waiting period under the HSR Act related to the Merger Agreement shall have expired or been terminated.

     7.02. Shareholder Approval. At or prior to the Effective Time, SFNTC Shareholder Approval shall have been obtained at a duly convened meeting of SFNTC Shareholders or any postponement or adjournment thereof.

     7.03. Restraints. No provision of any applicable law or regulation and no judgment, temporary restraining order, preliminary or permanent injunction, order, decree or other legal restraint or prohibition shall prohibit the consummation of the Merger.

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ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS

OF RJR AND SUBCO

Notwithstanding any other provision of this Agreement, the obligation of RJR and SubCo to consummate the transactions contemplated hereby shall be subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions precedent, any one of which may be waived by RJR (without the joinder of SubCo):

     8.01. Accuracy of Representations and Warranties. The representations and warranties of SFNTC set forth in Article III shall be true and correct in all material respects (or, if any such representation is expressly qualified by “materiality,” “Material Adverse Effect” or words of similar import, then in all respects) as of the date of this Agreement and as of the Effective Time with the same effect as though such representations and warranties had been made at and as of the Effective Time except for such changes with respect thereto which are contemplated by this Agreement and except for such representations and warranties made expressly as of a specified date, which shall be true and correct in all material respects as of such date.

     8.02. Performance of Covenants, Agreements and Conditions. SFNTC shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by it at or prior to the Effective Time.

     8.03. Officers’ Certificate, Etc. RJR and SubCo shall have received (i) a certificate, dated the date of the Effective Time and signed by the President of SFNTC, to the effect set forth in Sections 8.01, 8.02 and 8.06 and (ii) such other certificates, instruments and documents as shall be reasonably requested by RJR for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.

     8.04. Voting Agreement. The Voting Agreement entered into among RJR and certain shareholders of SFNTC contemporaneously with this Agreement shall remain in full force and effect and no shareholder of SFNTC shall be in material default thereunder.

     8.05. Opinion of SFNTC Counsel. RJR shall have received an opinion, dated the date of the Effective Time, of Conner & Winters, P.C., counsel for SFNTC, in form and substance set forth in Exhibit B hereto. In rendering the above opinions, such counsel may rely on such local or other counsel to which RJR has reasonably agreed with respect to matters particularly within the expertise of such counsel and/or not normally opined on by outside counsel.

     8.06. No Material Adverse Change. Since the date of this Agreement, there shall have been no event or occurrence which has had or reasonably could be expected to have a Material Adverse Effect on the business, properties, financial condition or results of operations of SFNTC or on the ability of SFNTC to consummate the transactions contemplated hereby.

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     8.07. Certain Actions, etc. That shall not have been instituted and be continuing or threatened against RJR, SubCo or SFNTC, or any of their respective directors or officers, any action, suit or proceeding by or before any Governmental Entity that would (i) restrain. prohibit or invalidate, or result in the payment of substantial damages in respect of, the Merger or any other transaction contemplated by this Agreement, (ii) impose or confirm material limitations on the ability of RJR effectively to exercise full rights of ownership of the shares of capital stock of SFNTC, or (iii) prohibit RJR’s ownership or operation of all or a material portion of SFNTC’s business, properties or assets, or compel RJR to dispose of or hold separate or restrict the use of all or a material portion of RJR’s or SFNTC’s business, properties or assets.

     8.08. Debt Repayment. SFNTC and its Subsidiaries shall have repaid all outstanding indebtedness listed on Schedule 8.08, shall have obtained the release of all Liens in respect thereof and terminated the agreement as specified on Schedule 8.08.

     8.09. Dissenting Shareholders. Holders of not more than ten percent (10%) of the outstanding shares of SFNTC Common Stock shall have exorcised, perfected and not withdrawn their dissenters’ rights in accordance with Section 53-15-3 and 53-15-4 of the BCANM.

     8.10. Consents and Approvals. All approvals of and consents by the Persons listed in Schedule 8.10 shall have been obtained and reasonably satisfactory evidence thereof shall have been received.

     8.11. Material Adverse Effect Due to Fire. Since September 1, 2001, there shall have been no event or occurrence relating to, arising out of or resulting from the fire at a warehouse in the Netherlands at which GmbH stores tobacco products which has had or reasonably could be expected to have a Material Adverse Effect on SFNTC.

ARTICLE IX

CONDITIONS PRECEDENT TO OBLIGATIONS OF SFNTC

     Notwithstanding any other provision of this Agreement, the obligations of SFNTC to consummate the transactions contemplated hereunder shall be subject to the fulfillment, prior to or at the Effective Time, of each of the following conditions precedent, any one of which may be waived by SFNTC.

     9.01. Accuracy of Representations and Warranties. The representations and warranties of RJR and SubCo set forth in Article IV shall be true and correct in all material respects (or, if any such representation is expressly qualified by “Materiality,” “Material Adverse Effect” or words of similar import, in all respects) as of the date of this Agreement and as of the Effective Time with the same effect as though such representations and warranties had been made at and as of the Effective Time except for such changes with respect thereto which are contemplated by this Agreement and except for such representations and warranties made expressly as of a specified date, which shall be true and correct in all material respects as of such date.

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     9.02. Performance of Covenants, Agreements and Conditions. RJR and SubCo shall have duly performed, complied with and satisfied in all material respects all covenants, agreements and conditions required by this Agreement to be performed, complied with or satisfied by them, at or prior to the Effective Time.

     9.03. Officers’ Certificates, Etc. SFNTC shall have received (i) certificates, dated the date of the Effective Time and signed by the President or any Vice President of RJR and the President of SubCo, to the effect set forth in Sections 9.01 and 9.02, insofar as such Sections relate to RJR and SubCo and (ii) such other certificates, instruments and documents as shall be reasonably requested by SFNTC for the purpose of verifying the accuracy of such representations and warranties and the performance and satisfaction of such covenants and conditions.

     9.04. Opinion of Counsel for RJR. SFNTC shall have received an opinion, dated the date of the Effective Time, from each of the General Counsel of RJR, Jones, Day, Reavis & Pogue and Stratton & Cavin, P.A., each counsel for RJR, in form and substance set forth in Exhibit B. In rendering the above opinions, such counsel may rely upon such local or other counsel to which SFNTC has reasonably agreed with respect to matters particularly within the expertise of such counsel and/or not normally opined on by outside counsel.

ARTICLE X

TERMINATION, AMENDMENTS AND WAIVER

     10.01. Termination. This Agreement may be terminated at any time prior to the Effective Time, whether before or after approval by the shareholders of SFNTC:

     (a) by mutual written consent of RJR and SFNTC; or

     (b) by either RJR or SFNTC if the Merger shall not have been consummated on or before June 30, 2002 (other than due to the failure of the party seeking to terminate this Agreement to perform in all material respects its obligations under this Agreement required to be performed at or prior to the Effective Time); or

     (c) by either RJR or SFNTC if there shall be any law or regulation that makes the consummation of the Merger illegal or otherwise prohibited or any order, decree, ruling, injunction or other action of any Governmental Entity restraining, enjoining or otherwise preventing the consummation of the Merger is entered and such order, decree, ruling, injunction or other action shall have become final and nonappealable; or

     (d) by either RJR or SFNTC, if SFNTC Shareholder Approval shall not have’ been obtained by reason of the failure to obtain the required vote upon a vote held at a duly held meeting of shareholders or at any adjournment or postponement thereof, or

     (e) by RJR if:

(i) the Board of Directors of SFNTC, or any committee thereof, withdraws or modifies in a manner adverse to RJR or SubCo its

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	approval or recommendation of this Agreement or the Merger or approves or recommends a Competing Proposal or resolves to do any of the foregoing; or
(ii)	SFNTC or any of its officers, directors, employees, representatives, shareholders or agents shall have taken any of the actions that are proscribed by Section 5.03 or shall have failed to act in accordance with Section 5.03.

     (f) by RJR, if SFNTC has materially breached its representations and warranties (or, if any such representation is expressly qualified by “Materiality,” “Material Adverse Effect” or words of similar import, in any respect) in, or failed to perform in any material respect any of its obligations required to be performed by it under, this Agreement and , such failure continues for more than fifteen (15) days (or, in the case of a breach of Section 5.03 two Business Days) after notice, unless failure to so perform has been caused by or results solely from a material breach of this Agreement by RJR; or

     (g) by SFNTC, if RJR has materially breached its representations and warranties (or, if any such representation is expressly qualified by “Materiality,” “Material Adverse Effect” or words of similar import, in any respect) in, or failed to perform in any material respect any of its obligations required to be performed by it under, this Agreement and such failure continues for more than fifteen (15) days after notice, unless failure to so perform has been caused by or results solely from a material breach of this Agreement by SFNTC.

     (h) by RJR, if SFNTC or any of its officers, directors, employees, representatives or agents shall take any of the actions that would be proscribed by Section 5.03(a) but for the exceptions therein allowing certain actions to be taken pursuant to the proviso in the paragraph immediately following Section 5.03(a)(iii) and not later than thirty (30) days after the earlier of (i) the date on which SFNTC first takes any such actions and (ii) the date on which notice thereof was provided to RJR, SFNTC shall not have provided written notice to RJR that it has determined not to proceed with such Competing Proposal and has terminated all access to confidential information and any discussions or negotiations with such Person concerning a Competing Proposal.

     10.02. Effect of Termination. If either RJR or SFNTC terminates this Agreement as provided in the foregoing Section, this Agreement will forthwith become void, and there will be no liability or obligation on the part of RJR, SubCo or SFNTC or their officers or directors except as set forth in Sections 12.02 (relating to expenses and fees), Section 11.05 (relating to the Termination Fee), 3.13 and 4.03 (relating to brokers or finders), and 11.01 (relating to confidentiality), and except to the extent that such termination results from fraud or the willful breach by a party of any of its representations, warranties or agreements in this Agreement.

     10.03. Amendment. This Agreement may be amended by the parties hereto at any time before or after approval hereof by the shareholders of SFNTC, by action taken (in the case of SFNTC or RJR) by their respective Boards of Directors, provided, however, that after receipt of the SFNTC Shareholder Approval, no such amendment or any waiver contemplated by Section 10.04 shall reduce the amount or change the kind of consideration to be received for

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SFNTC Common Stock. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

     10.04. Waiver. Any term or provision of this Agreement may be waived in writing at any time by RJR, if it is entitled to the benefits thereof, or by SFNTC, if it is entitled to the benefits thereof

ARTICLE XI

OTHER AGREEMENTS; SURVIVAL

OF REPRESENTATIONS AND WARRANTIES

     11.01. Confidentiality. The parties agree that the commitments, covenants, terms and obligations under that certain Confidentiality Agreement dated as of October 25, 2001 shall continue in full force and effect.

     11.02. Public Announcement. RJR and SFNTC will consult with each other before issuing any press release or malting any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any press release or make any such public statement prior to such consultation.

     11.03. Certain Indemnification. (a) RJR agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Effective Time now existing in favor of any currant or former employees, directors or officers of SFNTC and its Subsidiaries as provided in their respective Restated Articles of Incorporation, as amended, or Restated By-laws (or comparable organizational documents) and any other indemnification agreements of SFNTC as in effect on the date of this Agreement and disclosed in Section 11.03 of the SFNTC Disclosure Letter shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Time with respect to any such act or omission; provided that in the event any claim or claims are asserted or made prior to the expiration of any such six (6) year period, all rights to indemnification in respect of any such claim shall continue until final disposition of such claim.

     (b) RJR agrees that from and after the Effective Time, it shall cause the Surviving Corporation to maintain for a period of not less than six (6) years from the Effective Time policies of director and officer liability insurance covering acts and omissions occurring prior to the Effective Time and covering each person covered by the policies maintained by SFNTC as of the date hereof on terms with respect to such coverage and amounts no less favorable than those of the policies in effect on the date hereof by SFNTC; provided that in no event will the Surviving Corporation be required to pay aggregate premium for insurance under this Section 11.03 in excess of 200% of the amount of the aggregate premiums paid by SFNTC and its Subsidiaries for the 2001 fiscal year. Any substitution in insurance coverage shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time.

     (c) In the event the Surviving Corporation merges or is acquired in a

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transaction in which it is not the surviving corporation, or if the Surviving Corporation sells substantially all of its assets, RJR will (i) use its reasonable efforts to cause proper provision to be made in such transaction so that the Surviving Corporation’s successor or acquiror will assume the obligations at forth in Section 11.03(a) above or (ii) guarantee the Surviving Corporation’s obligations thereunder. The parties agree that SFNTC’s current and former directors, officers and employees and the current and former directors, officers and employees of SFNTC’s Subsidiaries are the third party beneficiaries of, and entitled to enforce, the provisions of this Section 11.03.

     (d) The provisions of this Section 11.03 intended to be for the benefit of, and shall be enforceable by, each person who is or has been a director, officer, employee or agent of SFNTC or a Subsidiary of SFNTC, and such director’s or officer’s heirs and personal representatives and shall be binding on all successors and assigns of RJR.

     11.04. Additional Agreements. Subject to this Agreement, each of the parties agrees to use its reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, subject to the appropriate approval of shareholders of SFNTC required so to approve.

     11.05. Termination Fee. If:

     (a) the SFNTC Shareholder Approval is not obtained and either (i) the SFNTC Board of Directors does not recommend approval of this Agreement to SFNTC shareholders or at any time prior to the SFNTC Shareholder Meeting changes its recommendation for approval or (ii) any Competing Proposal has been approved by the SFNTC Board of Directors, made public or otherwise made known to SFNTC shareholders or a solicitation of proxies for voting against approval of the Merger Agreement or to remove any of the existing members of the Board of Directors of SFNTC has been commenced by any third party;

     (b) RJR terminates this Agreement pursuant to Section I0.01(e) or 10.01(h); or

     (c) RJR or SFNTC terminates this Agreement pursuant to Section 10.01(b) or 10.01(c) or RJR terminates this Agreement pursuant to Section 10.01(f) and, in any such case, at the time notice of such termination is given, a Competing Proposal shall have been approved by the SFNTC Board of Directors, made public or otherwise made known to SFNTC shareholders or a solicitation of proxies for voting against approval of the Merger Agreement or to remove a majority of the existing members of the Board of Directors of SFNTC has been commenced by any third party;

then SFNTC will pay to RJR (by wire transfer of immediately available fiords) a fee in an amount equal to the greatest of (i) $13,600,000, (ii) 4% of the full value of the consideration paid or payable pursuant to an Alternative Transaction, and (iii) 25% of the amount by which the full value of the consideration paid or payable pursuant to an Alternative Transaction exceeds $340,000,000 (the “Termination Fee”) not later than the earlier of the date of termination of this

53

Agreement or, in the case of clause (a), ten days after the SFNTC Shareholders Meeting. Nothing herein, including the payment of the Termination Fee in the circumstances contemplated in this Section, shall in any way derogate from the obligations of SFNTC pursuant to Section 5.03 hereof. SFNTC may not consummate any transaction pursuant to, or in furtherance of, any Transaction Agreement to effect a Competing Proposal prior to the payment of the Termination Fee to RJR

For purposes of this Agreement, an “Alternative Transaction” means any of the following:

(i)	the acquisition of or business combination with, SFNTC or any of its Material Subsidiaries (whether byway of merger, consolidation, takeover bid, tender offer, purchase of shares, purchase of assets, or otherwise);
(ii)	the acquisition of any material potion of the shares of capital stock or other equity interests or assets of SFNTC or of any Material Subsidiary; or
(iii)	any tender offer or exchange offer or other secondary purchase that, if consummated, would result in any Person owning or acquiring any securities of SFNTC;

whether directly or indirectly in one transaction or a series of related transactions.

For purposes of this Section 11.05, a “Material Subsidiary” means a Subsidiary of SFNTC that is material to the business of SFNTC and its Subsidiaries, taken as a whole.

     11.06. Available Remedies. Each party expressly agrees that, consistent with its intention and agreement to be bound by the terms of this Agreement and to consummate the transactions contemplated hereby, subject only to the performance or satisfaction of conditions precedent, the remedy of specific performance shall be available to a non-breaching and non-defaulting party to enforce performance of this Agreement by a breaching or defaulting party, including, without limitation, to require the consummation of the Closing pursuant to Section 2.01. It is understood and agreed that injury and damages incurred by any non-breaching and non-defaulting party due to the breach or default of the other party would be irreparable and not adequately compensable by monetary damages. Consequently, the non-breaching and non-defaulting party will not have an adequate remedy at law for any failure by a breaching or defaulting party to perform its obligations hereunder to consummate the Merger. It is also understood and agreed that in pursuing any equitable remedies for such a breach, the non-breaching and non-defaulting party seeking specific performance shall be entitled to prevail upon proving its case using a standard of proof which is no greater or more onerous on the petitioning party than a preponderance of the evidence, notwithstanding any greater standard of proof that might otherwise be applicable by virtue of Section 12.08 or the laws of any state which might otherwise be applicable.

     11.07. Survival of Representations, Warranties and Covenants. (a) Each of the representations and warranties contained in Articles III and IV will survive the Closing and

54

remain in full force and effect until the second anniversary of the Closing, except that the representations and warranties set forth in Sections 3.01, 3.02, 3.03, 3.07, 3.09, 3.10 and 4.02 will survive until the expiration of applicable statutes of limitation. Any claim for indemnification with respect to any of such matters which is not asserted by a notice given as herein provided specifically identifying the particular breach underlying such claim and the facts and Indemnifiable Loss relating thereto within such specified periods of survival may not be pursued and is hereby irrevocably waived.

     (b) All covenants contained in Articles I, II; XI and XII of this Agreement will survive the Closing and remain in effect indefinitely unless a specified period is otherwise set forth in this Agreement (in which event such specified period will control) and all covenants contained in Articles V and VI will survive the Closing for a period of eighteen (18) months.

     11.08. Certain Definitions. For purposes of this Agreement, (i) “Indemnity Payment” means any amount of Indemnifiable Losses required to be paid pursuant to this Agreement, (ii) “Indemnitee” means any SFNTC Indemnified Party or RJR Indemnified Party, “Indemnifying Party” means any Person required to provide indemnification under this Agreement and, in the case of indemnification of RJR Indemnified Parties, means Messrs. Robin Sommers and S. Leigh Park in their capacities as Shareholders’ Representatives and parties to the Escrow Agreement, provided, however that all claims by RJR Indemnified Parties for indemnification hereunder will be satisfied solely out of the Escrow Amount, and the Shareholders’ Representative will have no liability therefor except as specifically provided in the Escrow Agreement, (iv) “Indemnifiable Losses” means any and all claims, demands, actions, suits or proceedings (by any Person, including without limitation any Governmental Entity), settlements and compromises relating thereto and reasonable attorneys’ fees and expenses in connection therewith, losses, liabilities, damages (including any actual lost profits resulting directly from such claim), costs and expenses (for avoidance of doubt, Indemnifiable Losses incurred by the GmbH and not directly by SFNTC shall be deemed Indemnifiable Losses for purposes of this Article XI only to the extent of SFNTC’s ownership interest in the GmbH as of the Effective Date) , and (v) “Third Party Claim” means any claim, demand, action, suit or proceeding made or brought by any Person who or which is not a party to this Agreement or an Affiliate of a party to this Agreement.

     11.09. Indemnification. (a) Subject to Sections 11.06, 11.10 and 11.11, the Shareholders’ Representatives in their capacity as Indemnifying Parties will indemnify, defend and hold harmless RJR, SubCo and their Affiliates and their respective directors, officers, partners, members, managers, employees, agents and representatives (including without limitation any predecessor or successor to any of the foregoing) (collectively, the “RJR Indemnified Parties”) from and against any and all Indemnifiable Losses relating to, resulting from or arising out of:

(i) Any breach by SFNTC of any of its respective representations or warranties contained in this Agreement, provided, however, that for purposes of this Section 11.09(a)(i) all qualifications as to materiality and Material Adverse Effect shall be disregarded and; provided further, any claim for Indemnifiable Losses relating to any such alleged breach is asserted prior to the expiration of such

55

	representation and warranty hereunder; and
(ii)	Any breach by SFNTC of any covenant of SFNTC in this Agreement that survives the Closing.

     (b) Subject to Sections 11.06, 11.10 and 11.11, RJR will indemnify, defend and hold harmless SFNTC and its respective Affiliates and their respective directors, officers, partners, members, managers, employees, agents and representatives (including without limitation any predecessor or successor to any of the foregoing) (collectively, the “SFNTC Indemnified Parties”) from and against any and all Indemnifiable Losses relating to, resulting from or arising out of:

(i)

Any breach by RJR of any of the representations or warranties of RJR contained in this Agreement, provided, however, that for purposes of this Section 11.09(b)(i), all qualifications as to materiality and Material Adverse Effect shall be disregarded and; provided further, any claim for Indemnifiable Losses relating to any such alleged breach is asserted prior to the expiration of such representation and warranty hereunder, and

(ii)

Any breach by RJR of any covenant of RJR in this Agreement that survives the Closing.

     11.10. Limitation on Liability. (a) Notwithstanding any other provision in this Agreement or of any applicable Law, if the Closing occurs:

(i)

no Indemnitee will be entitled to make a claim against an Indemnifying Party under Section 11.09(a)(i) or Section 11.09(b)(i) in respect of any individual event or occurrence giving rise to any Indemnifiable Loss unless and until the aggregate amount of Indemnifiable Losses incurred by the Indemnitee in respect of any such individual event or occurrence exceeds $250,000 in which event (subject to the remainder of this Section 11.10) such Indemnitee may assert its right to indemnification hereunder to the full extent of its Indemnifiable Losses in respect thereof; and

(ii)

no Indemnitee will be entitled to make a claim against an Indemnifying Party under Section 11.09(a)(i) or Section 11.09(b)(i) unless and until the aggregate amount of claims which may be asserted for Indemnifiable Losses under Section 11.09(a)(i) or Section 11.09(b)(i), as the case may be, (but subject to Section 11.10(d) in all events), exceeds $3,000,000, in which event (subject to Section 11.10(d)) such Indemnitee will be entitled to indemnification hereunder for those Indemnifiable Losses which exceed such $3,000,000 threshold.

     (b) Notwithstanding any other provision of this Agreement, if the Closing

56

occurs, (i) the indemnification in favor of RJR Indemnified Parties under Section 11.09(a) and in favor of SFNTC Indemnified Parties under Section 11.09(b) will not exceed the Escrow Amount and the Escrow Amount shall be the sole recourse for payment of indemnification claims in favor of RJR Indemnified Parties and (ii) Indemnifiable Losses attributable to any matter relating to, resulting from or arising out of the business or operations of GmbH are subject to the threshold requirements of Section 11.10(a)(i) and (ii), but the aggregate amount thereof will not exceed $3,000,000.

     (c) None of the limitations set forth above in this Section 11.10 will apply to any Indemnifiable Losses incurred by (i) a RJR Indemnified Party which relate, directly or indirectly, to (A) any fraudulent acts committed by any SFNTC Indemnified Party and (B) the obligations of SFNTC set forth in Section 12.02 to pay certain expenses or (ii) a SFNTC Indemnified Party which relate, directly or indirectly, to (A) any fraudulent acts committed by any RJR Indemnified Party and (B) the obligations of RJR set forth in Section 12.02 to pay certain expenses and under Article II to pay the Merger Consideration.

     11.11. Defense of Claims. (a) If any Indemnitee receives notice of the assertion or commencement of any Third Party Claim against such Indemnitee with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. Such notice by the Indemnitee will describe the Third Party Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in or, by giving written notice to the Indemnitee, to assume, the defense of any Third Party Claim at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel (reasonably satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith in such defense.

     (b) If, within twenty (20) calendar days after giving notice of a Third Party Claim to an Indemnifying Party pursuant to Section 11.09(a), an Indemnitee receives written notice from the Indemnifying Party that the Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 11.09(a), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third Party Claim within ten (10) calendar days after receiving written notice from the Indemnitee that the Indemnitee believes the Indemnifying Party has failed to take such steps, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder. If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnitee for which the Indemnitee is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party will give written notice to the Indemnitee to that effect. If the Indemnitee fails to consent to such firm

57

offer within ten (10) calendar days after its receipt of such notice, the Indemnitee may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim will not exceed the amount of such settlement offer.

     (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party Claim (a “Direct Claim”) will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnitee becomes aware of such Direct Claim. Such notice by the Indemnitee will describe the Direct Claim in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party will have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which event the Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

     (d) A failure to give timely notice or to include any specified information in any notice as provided in Sections 11.09(a), (b) or (c) will not affect the rights or obligations of any party hereunder except and only to the extent that, as a result of such failure, any party which was entitled to receive such notice was deprived of its right to recover any payment under its applicable insurance coverage or was otherwise materially prejudiced as a result of such failure.

     (e) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an Indemnity Payment, is reduced by recovery, settlement, reduction in taxes or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement, rebate or other payment by or against any other Person, the amount of such reduction, less any costs, expenses, premiums or taxes incurred in connection therewith, will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any Indemnity Payment the indemnifying Party will, to the extent of such Indemnity Payment, be subrogated to all rights of the Indemnitee against any thud Person in respect of the Indemnifiable Loss to which the Indemnity Payment relates; provided, however, that (i) the Indemnifying Party shall then be in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third Person on account of said Indemnity Payment will be subrogated and subordinated in right of payment to the Indemnitee’s rights against such third Person. Without limiting the generality or effect of any other provision hereof each such Indemnitee and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above-described subrogation and subordination rights.

ARTICLE XII

MISCELLANEOUS

     12.01. Closing. Subject to the terms and conditions hereof the closing of the transactions contemplated hereby shall take place at the offices of SFNTC, 1368 Cerrillos

58

Road, Santa Fe, New Mexico 87505 at 10:00 am., Mountain Time, on the latest to occur of (i) the Business Day after SFNTC Shareholder Approval has been obtained, (ii) January 10, 2002 or the date on which all conditions precedent to the obligations of SFNTC, RJR and SubCo set forth in Sections 7.01 and 7.02 of this Agreement shall have been satisfied or waived, or at such other place and time as the parties hereto shall agree.

     12.02. Expenses. Except as otherwise provided herein, each of RJR and SFNTC will pay its own costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and expenses of its counsel, irrespective of when incurred and regardless of whether the Merger is consummated

     12.03. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given if delivered personally or sent by telex, facsimile transmission, a nationally recognized overnight delivery service or registered or certified mail (return receipt requested), postage prepaid, to the parties to this Agreement at the following addresses or at such other address for a party as shall be specified by like notice:

If to RJR or SubCo:	RJ. Reynolds Tobacco Holdings, Inc.
	401 North Main Street
	Winston-Salem, NC 27102-2866
	Fax No.: (336) 741-2998
	Attention: General Counsel
with a copy to:	Jones, Day, Reavis & Pogue
	599 Lexington Avenue
	New York NY 10022
	Fax No.: (212) 755-7306
	Attention: Jere R. Thomson
If to SFNTC:	Santa Fe Natural Tobacco Company, Inc.
	1368 Cerrillos Road
	Santa Fe, NM 87505
	Fax No.: (505) 986-8445
	Attention: Robin Sommers
with a copy to:	Conner & Winters, P.C.
	3700 First Place Tower
	15 East 5th Street
	Tulsa, Oklahoma 74103-4344
	Fax No.: (918) 586-8548
	Attention: Lynnwood R. Moore, Jr.

All such notices and communications shall be deemed to have been received on the date of delivery or on the third business day after the mailing thereof.

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     12.04. Entire Agreement. This Agreement (including the SFNTC Disclosure Letter, Schedules and other instruments and documents related to herein) and the Confidentiality Agreement referred to in Section 11.01 constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, written and oral.

     12.05. Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the pasties to this Agreement and their respective successors and permitted assigns. Except for parties referred to in Section 11.03, nothing expressed or implied in this Agreement is intended to or shall be construed to give any person other than the parties to this Agreement or their respective successors or permitted assigns any legal or equitable right, remedy or claim under or in respect of this Agreement, it being the intention of the parties to this Agreement that this Agreement shall be for the sole and exclusive benefit of such parties or such successors or assigns and for the benefit of no other person.

     12.06. Assignment. Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by any party to this Agreement without the prior written consent of the other parties.

     12.07. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such state.

     12.08. Jurisdiction; Consent to Service of Process. (a) Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the chancery or other courts of the State of Delaware (a “Delaware Court”), and any appellate court from any such court, in any suit, action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment resulting from any such suit, action or proceeding, and each party hereby irrevocably and unconditionally agrees that all claims in respect of any such suit, action or proceeding may be heard and determined in a Delaware Court.

     (b) It will be a condition precedent to each party’s right to bring any such suit, action or proceeding that such suit, action or proceeding, in the first instance, be brought in a Delaware Court (unless such suit, action or proceeding is brought solely to obtain discovery or to enforce a judgment), and if each such court refines to accept jurisdiction with respect thereto, such suit, action or proceeding may be brought in any other court with jurisdiction; provided that the foregoing will not apply to any suit, action or proceeding by a party seeking indemnification or contribution pursuant to this Agreement or otherwise in respect of a suit, action or proceeding against such party by a third party if such suit, action or proceeding by such party seeking indemnification or contribution is brought in the same court as the suit, action or proceeding against such party.

     (c) No party may move to (i) transfer any such suit, action or proceeding from a Delaware Court to another jurisdiction, (ii) consolidate any such suit, action or proceeding brought in a Delaware Court with a suit, action or proceeding in another jurisdiction, or (iii) dismiss any such suit, action or proceeding brought in a Delaware Court for the purpose of

60

bringing the same in another jurisdiction.

     (d) Each party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, (i) any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in a Delaware Court, (ii) the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court, and (iii) the right to object, with respect to such suit, action or proceeding, that such court does not have jurisdiction over such party. Each party irrevocably consents to service of process in any manna permitted by law.

     12.09. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

     12.10. Article and Section Headings. The article, section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

     12.11. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. As used in Articles III and IV, “Knowledge” shall mean and a Person will be deemed to have “Knowledge” of a particular fact or other matter if such Person is actually aware of such fact or other matter or has been presented information or evidence which would lead a reasonable and prudent individual to determine the existence of such fact or other matter without the necessity of conducting a further comprehensive investigation concerning the existence of such fact or other matter. A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, executive officer, partner, executor or trustee of, or partner in, such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.

     12.12. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad or excessive as to be unenforceable, such provision shall be interpreted (or deemed to be revised) to be only so broad, or to provide for the maximum amount, as in enforceable.

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     12.13. Incorporation of Exhibit, Schedules and Disclosure Letters. The Exhibits, Schedules and Disclosure Letters identified in this Agreement are incorporated herein by reference and made a part hereof.

     12.14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be a single agreement.

     IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed as of the date first written above.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
By:	/s/ Charles A. Blixt
	Name: Charles A. Blixt
	Title:   Executive Vice President & Gen. Counsel
FIESTA ACQUISITION CORP.
By:	/s/ McDara P. Folan, III
	Name: McDara P. Folan, III
	Title:   VP and Secretary
SANTA FE NATURAL TOBACCO COMPANY, INC.
By:
	Name: Robin Sommers
	Title:   President & CEO

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     IN WITNESS WHEREOF, the parties to this Agreement have caused this Agreement to be duly executed as of the date first written above.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
By:
	Name: Charles A. Blixt
	Title: Executive Vice President & Gen. Counsel
FIESTA ACQUISITION CORP.
By:
	Name: McDara P. Folan, III
	Title: VP and Secretary
SANTA FE NATURAL TOBACCO COMPANY, INC.
By:	/s/ Robin Sommers
	Name: Robin Sommers
	Title: President & CEO

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EXHIBIT A

EXCESS CASH/NET WORTH ADJUSTMENT

1.	An Excess Cash/Net Worth Adjustment shall be determined and calculated in accordance with the provisions of this Schedule as set forth below. Words and terms with the initial letter or letters thereof capitalized shall have, unless otherwise defined herein, the meanings ascribed thereto in the Agreement and Plan of Merger dated December 1l, 2001 among R.J. Reynolds Tobacco Holdings, Inc., Fiesta Acquisition Corp. and Santa Fe Natural Tobacco Company, Inc. to which this is an exhibit.
2.	If the Actual Closing Net Worth exceeds $36,710,690, then RJR will deposit with the Paying Agent an amount equal to such excess (the “Excess Net Worth Payment”), reduced by an amount, if any, which is proportionate to the percentage of the issued and outstanding SFNTC Shares, if any, held by Dissenting Shareholders, plus interest on the Excess Net Worth Payment amount from the Closing Date to the date of such deposit at an annual rate of 5%, and shall instruct the Escrow Agent to pay to the Paying Agent the full $5 million (plus all interest or other income thereon) deposited to secure payment of any Net Worth Deficiency. The Paying Agent shall distribute to each SFNTC Shareholder entitled thereto, each SFNTC Shareholder’s pro rata share of such Excels Net Worth Payment and funds received from the Escrow Agent in accordance with Article II of the Agreement. “Actual Closing Net Worth” means the total assets less the total liabilities of SFNTC and its controlled Subsidiaries, in each case as reflected on the Final Closing Balance Sheet as defined below and finally determined in accordance with this Exhibit A.
3.	If the Actual Closing Net Worth is less than $36,710,690, RJR will be paid out of the Escrowed Funds in accordance with the Escrow Agreement an amount equal to such deficiency (the “Net Worth Deficiency”) plus interest on the Net Worth Deficiency amount from the Closing Date to the date of such payment at an annual rate of 5% and RJR will promptly instruct the Escrow Agent to deliver to the Paying Agent the excess, if any, of the $5 million deposited to secure the payment of any Net Worth Deficiency over the amount of the Net Worth Deficiency.

4. (a) As soon as practicable after the Closing Date, but in any event not later than thirty (30) calendar days after the Closing Date or such later date as RJR and the Representatives (as defined below) may agree, RJR shall deliver to Robin Sommers and Leigh Park, as representatives of the SFNTC Shareholders (the “Representatives”), a combined balance sheet of SFNTC, its Subsidiaries and RSM as of the close of business on the Closing Date (the “Draft Closing Balance Sheet” and, as finally determined pursuant to this Exhibit A. the “Final Closing Balance Sheet”). The Draft Closing Balance Sheet and the Final Closing Balance Sheet will be prepared in accordance with GAAP, consistently applied and using the same accounting. principles, policies, practices and procedures used to prepare the balance sheet included in the SFNTC Financial Statements, provided, however, that accruals for the items described on Appendix A attached hereto shall be included on

A-1

such balance sheets to the extent such items are unpaid, whether or not such accruals would be required under GAAP or such accounting principles, policies, practices and procedures and provided further, however, that the amount of the total assets and total liabilities of RSM shown on the Final Closing Balance Sheet will equal the total assets and total liabilities of RSM that were reflected in the SFNTC Financial Statements.

(b)	The Representatives shall notify RJR in writing in accordance with Section 12.03 of the Agreement within thirty (30) calendar days of receipt of the Draft Closing Balance Sheet as to whether or not the Representatives accept the Draft Closing Balance Sheet for the purposes of this Exhibit A.
(c)	If the Representatives so notify RJR that they do not accept the Draft Closing Balance Sheet:

(i)	the Representatives shall set out in reasonable detail their reasons for such non-acceptance including any adjustments which, in their opinion, should be made to such Draft Closing Balance Sheet in order to comply with the requirements of this Agreement; and
(ii)	the parties shall use all reasonable efforts to meet and discuss the objections of the Representatives and to reach agreement upon the adjustments (if any) required to be made to such Draft Closing Balance Sheet within thirty (30) calendar days of the Representatives giving notice as aforesaid to RJR.

(d)

If the Representatives are satisfied with the Draft Closing Balance Sheet (either as originally submitted or after adjustments agreed between the Representatives and RJR) or if the Representatives fail to so notify RJR of their non-acceptance of such Draft Closing Balance Sheet within the thirty (30) calendar day period referred to in Section 4(b), then such Draft Closing Balance Sheet (incorporating any agreed adjustments) shall constitute the Final Closing Balance Sheet for the purposes of this Exhibit A.

(e)

If RJR fails to produce the Draft Closing Statement in accordance with Section 4(a), it will promptly instruct the Escrow Agent to deliver to the Paying Agent the $5 million deposited to secure the payment of any Net Worth Deficiency. Additionally, in such event or if the Representatives and RJR do note reach agreement within thirty (30) calendar days of notice of non-acceptance under Section 4(c), then the amount of the Excess Net Worth Payment or Net Worth Deficiency, as the case may be, may be referred, on the application of either party, for determination by Ernst & Young LLP (the “Independent Firm”). The following terms of reference shall apply:

(i) RJR and the Representatives shall each promptly prepare a written statement on the matters in dispute which (together with the relevant documents) shall be submitted to the Independent Firm for determination;

A-2

(ii)	the Independent Finn shall use reasonable efforts to complete its determination within ten (10) calendar days after receipt of the statement referred to in clause (i) above ;
(iii)	in giving such determination, the Independent Firm shall state what adjustments (if any) are necessary to the Draft Closing Balance Sheet in respect of the matters in dispute in order to comply with the requirements of this Agreement;
(iv)	the Independent Firm’s determination of such adjustments shall be final and binding on the parties for purposes of this Exhibit A and shall be incorporated in the Final Closing Balance Sheet; and
(v)	if the Representatives and RJR reach (or pursuant to Section 4(d) are deemed to reach) agreement on the Final Closing Balance Sheet or such Final Closing Balance Sheet is finally determined at any stage in the procedures set out in this Section 4 prior to the expiration of the time periods specified in this Section 4, the Final Closing Balance Sheet as so agreed or determined shall be the Final Closing Balance Sheet for the purposes of this Exhibit A and shall be final and binding on the parties.

(f)	RJR shall permit the Representatives and their agents, or procure that the Representatives and their agents are permitted, reasonable access during normal business hours, and on reasonable notice, to the premises and personnel involved in the preparation of the underlying records and operating systems which generated the information used in the preparation of the Draft Closing Balance Sheet and the Final Closing Balance Sheet, and to any relevant chattels, accounts, documents and records within the possession of SFNTC and its Subsidiaries to the extent reasonably necessary for the purpose of reviewing the Draft Closing Balance Sheet and the Final Closing Balance Sheet, and shall permit them to take copies of such accounts, documents and records at their own expense.
(g)	RJR shall cause SFNTC to give the Independent Firm reasonable access at reasonable times to all relevant books and records, and all computer files, in the possession or control of SFNTC or any of its Subsidiaries and generally shall provide the Independent Firm with such other information and assistance, including in particular the assistance and cooperation of personnel, as the Independent Firm may reasonably request.
(h)	The fees and expenses of the Independent Firm shall be borne equally by the Representatives (whose share will be paid out of the Escrowed Funds) and RJR.
(i)	Any time periods referred to herein may be extended by agreement in writing between the Representatives and RJR for a period agreed between them.

A-3

APPENDIX A

1. All federal or state income taxes payable in respect of periods ending on or before the Closing Date;

2. All amounts in respect of license fees, filing fees and other governmental charges which are due and payable on or prior to the Closing Date;

3. All amounts and accruals in respect of bonuses and profit-sharing payable, or committed by SFNTC to be payable to, directors, officers and employees in respect of periods ending on or before the Closing Date, including without limitation any severance, bonus, change in control or other amounts payable or committed to be payable by reason of or in connection with the transactions contemplated by this Agreement but not including severance, if any, in respect of any employees of SFNTC terminated by RJR or SFNTC (under the control of RJR) following the Closing;

4. The estimated amount to be paid by SFNTC (which is to be notified by the Independent Auditor under the Master Settlement Agreement (“MSA”) on or about March 31, 2002) in respect of payments or remittances due under the MSA for the fiscal year ending December 31, 2001 and for the portion of the fiscal year ending December 31, 2002 that is prior to the Closing Date;

5. All fees, costs, charges and expenses payable in order to ensure that each SFNTC Employee Plan is in material compliance with ERISA and the Tax Code;

6. All financial advisor/investment banker, legal and accounting fees and expenses incurred by SFNTC or any of its Affiliates or, to the extent such fees and expenses are the responsibility of SFNTC, shareholders in connection with the transactions contemplated by the Agreement.

7. The portion of the termination fee payable to Rothmans that is payable upon termination of the merger agreement between Rothmans and SFNTC;

8. The aggregate amount payable upon termination of SFNTC’s stock appreciation rights.

9. Any amount paid or to be paid to officers of SFNTC to procure the amendments to existing employment agreements or waivers of rights thereunder with respect to rights to change in control and/or severance payments, in each case only to the extent such amendments or waivers are entered or made prior to the Closing and not including the payment of any severance paid pursuant to such amended employment agreement in respect of any employees of SFNTC terminated by RJR or SFNTC (under the control of RJR) following the Closing.

     To the extent that the actual amount payable in respect of the items in Items 1 and 4 (the “Actual Taxes/MSA”) are not determinable prior to the time that the Final Closing Balance Sheet has been finally determined pursuant to this Exhibit A (and if they are so determinable by such time, the actual amounts will be the amounts accrued in the Final Closing Balance Sheet), then, at such later time as the Actual Taxes/MSA are determined (provided such later time occurs prior

A-4

to the second anniversary of the Effective Time), (1) RJR will pay to the Paying Agent for the benefit of the shareholders of SFNTC (other than Dissenting Shareholders), cash equal to the amount by which the Actual Taxes/MSA amounts are less than the corresponding amounts shown on the Final Closing Balance Sheet, plus interest from the Closing Date to the date of such payment by RJR at an annual rate of 5%, and (2) RJR will be paid out of the Escrow Funds cash equal to the amount by which the Actual Taxes/MSA amounts are more than the corresponding amounts shown on the Final Closing Balance Sheet, plus interest on the amount paid out of Escrow Funds from the Closing Date to the date such funds are paid at an annual rate of 5%. For purposes of this paragraph, the actual amount of payments or remittances due under the MSA for the portion of the fiscal year ending December 31, 2002 that is prior to the Closing Date will be deemed to equal the payment or remittance due under the MSA for the fiscal year ending December 31, 2001 times the number of days between January 1, 2002 and the Closing Date, divided by 365. The final determination of the MSA amount will be the amount set forth in the notice from the Independent Auditor and the final determination of the Taxes shall be the amount reflected in the tax return for SFNTC as filed after providing the Shareholders’ Representatives a reasonable period to review the return prior to its filing. Notwithstanding the foregoing, in the event that after the Closing RJR causes SFNTC to reverse or change any tax election made by SFNTC prior to Closing, the taxes included in the Actual Taxes/MSA will be calculated as though no such reversal or change was made.

A-5

EXHIBIT B

Form of Opinion of Conners & Winters, P.C.

The following opinions will be given subject to standard assumptions and qualifications.

1. SFNTC is a corporation duly incorporated and at the date hereof is a validly existing corporation in good standing under the laws of the State of New Mexico.

2. SFNTC has the necessary corporate power and authority, to the extent applicable, to own its respective properties and transact the business in which it is engaged.

3. SFNTC has the necessary corporate power and authority to execute, deliver and perform its respective obligations under each of the agreements to which it is a party and has taken or caused to be taken all necessary corporate action to authorize the execution and delivery and performance by it of its obligations thereunder, including the consummation of the Merger.

4. The execution and delivery by SFNTC of each of the agreements to which it is a party and the compliance by it with the provisions thereof including the consummation of the Merger, will not violate any provision of its articles of incorporation or bylaws.

5. SFNTC and each shareholder of SFNTC has duly executed and delivered each of the agreements to which it is a party.

6. Each of the agreements to which SFNTC or any shareholder of SFNTC is a party constitutes a legal, valid and binding agreement and obligation of SFNTC or such shareholder of SFNTC, as appropriate, enforceable against it in accordance with its terms except as may be limited by any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

B-1

EXHIBIT B

Form of Opinion of JDRP

The following opinions will be given subject to standard assumptions and qualifications.

1. Each of the agreements to which RJR is a party constitutes a legal, valid and binding agreement and obligation of RJR, enforceable against it in accordance with its terms except as may be limited by any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2. Each of the agreements to which SubCo is a party constitutes a legal, valid and binding agreement and obligation of SubCo, enforceable against it in accordance with its terms except as may be limited by any applicable bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or the relief of debtors, and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

B-2

EXHIBIT B

Form of Opinion of General Counsel of R.J. Reynolds Tobacco Holdings, Inc.

The following opinions will be given subject to standard assumptions and qualifications.

1. RJR is a corporation duly organized and at the date hereof is a validly existing corporation in good standing under the laws of Delaware.

2. RJR has the necessary corporate power and authority to execute, deliver and perform its obligations under each of the agreements to which it is a party and has taken or caused to be taken all necessary corporate action to authorize the execution and delivery and performance by it of its obligations thereunder, including the consummation of the Merger.

3. The execution and delivery by RJR of each of the agreements to which it is a party and the compliance by it with the provisions thereof, including the consummation of the Merger, will not violate any provision of its certificate of incorporation or bylaws or equivalent organizational documents.

4 RJR has duly executed and delivered each of the agreements to which it is a party.

B-3

SCHEDULE 8.10

Consents and Approvals

Consent required from Prologics Trust, as the successor to Vista Distribution Center, Inc. (Two), pursuant to the Lease, dated 1/11/01, between SFNTC and Vista Distribution Center, Inc. (Two) for space located at 80 Vista Boulevard, Suite 101 Sparks, Nevada 89434 in connection with the execution and delivery of this Agreement by SFTNC or the consummation by SFNTC of the transactions contemplated hereby.

Any default by SFNTC under the above referenced Lease either now existing or hereinafter occurring shall have been cured prior to the Closing Date.

EX-3.18

Exhibit 3.18

July 1997 Edition Amended through January 16, 2002

RESTATED BY-LAWS

OF

SANTA FE NATURAL TOBACCO COMPANY, INC.

I.

SHAREHOLDERS

     1. Meetings. The Annual Meeting of Shareholders will be held on the second-Monday of May each year at the hour specified in the notice thereof for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the Annual Meeting is a legal holiday in New Mexico, the Annual Meeting shall be held on the next succeeding business day. If the election of Directors is not held on the day designated herein as the date for the Annual Meeting of the Shareholders or at any adjournment thereof, the Board of Directors shall cause the election of Directors to occur at a Special Meeting of the Shareholders to be held as soon thereafter as is reasonable. Special Meetings of the Shareholders may be called by the President, the Board of Directors, or the holders of one-tenth of the shares entitled to vote at the meeting, and will be held at the time fixed by the person calling the Special Meeting. All meetings of Shareholders will be held in Santa Fe, New Mexico at the principal office of the Corporation unless a different location is designated in a notice of such meeting. No such other location shall be outside the continental United States. If all of the Shareholders shall meet at any time and place, either within or outside the State of New Mexico, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. (Amended at the Board of Directors’ meeting January 10, 2001.)

     2. Notice. The Directors shall fix in advance a date, not less than ten (10) days, nor more than fifty (50) days, prior to the date of any meeting of Shareholders, as the record date for the determination of the Shareholders who shall be entitled to vote at such meeting or at any adjournment thereof. Written notice stating the time, place, and, if a Special Meeting, the purpose thereof, will be delivered not less than ten (10) nor more than fifty (50) days before the meeting date (unless a greater notice period is required by the New Mexico Business Corporation Act (“Act”)), either personally or by mail, at the direction of the President, the Secretary, or the persons calling the meeting, to each Shareholder of record entitled to vote at the meeting. Such notice shall be given by the Secretary or by the person or persons authorized to call Shareholders’ meetings. If mailed, a notice is deemed delivered when deposited, with postage prepaid, in the United States mail, addressed to the Shareholder at the address shown by the Corporation’s Shareholder records.

     3. Quorum — Voting. A majority of the shares entitled to vote, represented in person or by proxy, will constitute a quorum at a meeting of Shareholders. A share represented at a meeting solely to object to holding the meeting or transacting business at the meeting on the grounds that the meeting is not lawfully called or convened shall not be counted in determining the existence of a quorum. A quorum once attained continues until adjournment despite voluntary withdrawal of enough shares to leave less than a quorum. If a quorum is present or represented, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter will be the act of the Shareholders unless the vote of a greater number or class voting is required by the Act or the Articles of Incorporation. In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty (60) days without further notice. At such adjourned meeting at which a

quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. Voting on any matter or in any election may be by voice vote unless the presiding officer shall order, or any Shareholder shall demand, that voting be by ballot.

     4. Proxies. Each Shareholder may vote the Shareholder’s shares in person or by proxy. A Shareholder may appoint a proxy to vote or otherwise act for the Shareholder by signing an appointment form, either personally or by the Shareholder’s attorney-in-fact or agent. The appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. Every proxy must be dated and signed by the Shareholder or by his attorney-in-fact or agent. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after the expiration of eleven (11) months from the date of its execution. Every proxy shall be revocable at the pleasure of the Shareholder executing it. No proxy may be effectively revoked until notice in writing of such revocation has been given to the Secretary or other officer or agent authorized to tabulate votes.

     5. Voting List. For the purpose of determining Shareholders entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, or Shareholders entitled to receive payment of any distribution, or in order to make a determination of Shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, not to exceed a period of fifty (50) days. If the stock transfer books shall be closed for the purpose of determining Shareholders entitled to notice of or to vote at a meeting of Shareholders, such books shall be closed for not less than ten (10) days, nor more than fifty (50) days, immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of Shareholders, such date in any case to be not more than fifty (50) days and. in case of a meeting of Shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of Shareholders is to be taken. In the case of a Shareholder action without a meeting, the record date shall be the date that the first Shareholder signs such consent. If the stock transfer books are not closed, and no record date is fixed for the determination of Shareholders entitled to notice of or to vote at a meeting of Shareholders or Shareholders entitled to receive payment of a distribution, the date on which notice of the meeting is sent or the date on which the resolution of the Board of Directors declaring such distribution is adopted, as the case may be, shall be the record date for such determination of Shareholders. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of Shareholders, a complete list of the Shareholders entitled to vote at the meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by, each Shareholder, which list, for a period of ten (10) days prior to the meeting, shall be kept on file at the registered office of the Corporation and shall be subject to inspection by any Shareholder at any time during usual business hours. The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any Shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the Shareholders entitled to examine the transfer books or to vote at any meeting of Shareholders.

II.

DIRECTORS

     1. Number, Tenure. Qualification. Election. The Board will consist of no fewer than one (1) nor more than nine (9) Directors, as determined by resolution of the Shareholders. The Directors will be elected annually by the Shareholders at their Annual Meeting to serve until their successors have been elected and qualified. A Director need not be a Shareholder or a New Mexico resident. A Director may be removed with or without cause by the Shareholders, or may resign; provided, however, that if less than the entire Board of Directors is to be removed, no one of the Directors may be removed if the votes cast against his removal

2

would be sufficient to elect him if then cumulatively voted at an election of the entire Board of Directors. Vacancies may be filled by the Shareholders or by a majority of the remaining Directors though less than a quorum. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of Directors may be filled by the vote of a majority of Directors then in office for a term of office continuing only until the next election of Directors by Shareholders.

     2. Duties and Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation managed under the direction of, the Board of Directors. The Directors shall in all cases act as a Board, regularly convened, with each Director having one vote. The Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they deem proper which are not inconsistent with the law, these By-Laws or the Corporation’s Articles of Incorporation. The Directors may elect one of the Directors to serve as Chair who shall preside at all meetings of the Board of Directors. The Chair shall be entitled to vote on all matters coming before the Board.

     3. Meetings. An Annual Meeting of the Board of Directors will be held without notice immediately following the Shareholders’ Annual Meeting. Special Meetings of the Board may be called by the President or a majority of the Directors then in office, and will be held at the time fixed by the person(s) calling the Special Meeting. Written notice stating the date and time of the Special Meeting shall be delivered either personally, or by Next-Day mail (including UPS, Federal Express or other similar delivery service), or by facsimile or telegram, at the direction of the person calling the meeting, to each Director at least forty-eight (48) hours before the time of the Special Meeting. If mailed, a notice is deemed delivered when deposited, with postage or delivery charges for Next-Day Air delivery prepaid, in the United States mail or with United Parcel Service, Federal Express, or a similar delivery service, addressed to the Director. If telegraphed, a notice is deemed delivered when deposited, charges prepaid, with the transmitting agency, addressed to the Director. When delivered by facsimile transmission, notice is deemed delivered when sent to the correct facsimile transmission number as shown by records maintained by the Secretary of the Corporation, addressed to the Director. All meetings of Directors will be held in Santa Fe, New Mexico at the location designated in the notice unless all of the Directors agree in writing to holding such meeting at a different location. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board of Directors or committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time, and participation by such means shall constitute presence in person at such meeting.

     4. Quorum — Action. A majority of the Directors then in office will constitute a quorum at Board Meetings. A quorum once attained continues until adjournment despite voluntary withdrawal of enough Directors to leave less than a quorum. The act of a majority of directors present at a meeting at which a quorum is present will be the act of the Board. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof. Such right to dissent shall not apply to a Director who voted in favor of such action.

     5. Executive Committee and Other Committees. By action of not less than a majority of all members of the Board of Directors, the Board may appoint from among its members an Executive Committee of not less than two (2) members, one of whom shall be the President. The Board of Directors may also designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members. The Board of Directors reserves to itself alone the power to declare dividends or authorize distributions, designate candidates for the office of

3

Director, remove an Officer, amend these By-Laws, authorize or approve the reacquisition of shares, approve a plan of merger not requiring Shareholder approval, issue stock., recommend to the Shareholders any action requiring their approval, and such other authority as the Act provides may not be delegated by the Board of Directors. Subject to the foregoing limitations and to any other limitations set forth in these By-Laws, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings thereof. Further, by resolution adopted by a majority of the Board of Directors, the Directors may designate two (2) or more Directors to constitute other committees for specific purposes, which shall have such specific authority as the Board of Directors shall designate and as shall not be proscribed by the Act. Any action required or permitted to be taken by the Executive Committee or any other duly constituted committee of the Board at a meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all members of such committee entitled to vote thereon. Any member of the Executive Committee or any other duly authorized committee may be removed at any time with or without cause, by resolution adopted by a majority of the Directors. The Executive Committee and any other duly authorized committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these By-Laws. Each such committee shall keep regular minutes of its proceedings. The Executive Committee shall report on its proceedings and actions at the next meeting of the Board of Directors. Any other committee shall report on its proceedings and actions, either to the Executive Committee or to the Board of Directors, as provided in the resolution appointing such Committee, at the next meeting thereof.

III.

OFFICERS

     1. Number, Tenure. Oualification and Election. The Officers of the Corporation will be a President, an Executive Vice President, one or more Vice-Presidents, a Secretary, a Treasurer, and such other Officers as the Board may decide, who shall be elected periodically by the Board to serve until such time as their successors are elected and qualified. Officers need not be shareholders, or Directors, or New Mexico residents. Election or appointment of an Officer shall not of itself create contract rights. An Officer may be removed with or without cause by the Directors, or may resign. Vacancies and newly created offices will be filled by the Directors. One person may hold more than one office but no person may be both President and Secretary. Officers will perform the duties, and will have the power and authority, assigned by the Directors, incident to the office, which are not inconsistent with these By-Laws.

     2. Chair of the Board. The Chair of the Board, if there be such an office, shall have and exercise such powers and duties as may be from time to time assigned to the Chair by the Board of Directors.

     3. President. The President will be the Chief Executive Officer of the Corporation, and in such capacity, shall oversee and supervise the day-to-day operations of the Corporation. The President will preside at all meetings of Shareholders. The President will execute and deliver documents in the name of the Corporation according to the authority granted to him by the Board of Directors. The President shall appoint, discharge and fix the compensation of all employees and agents of the Corporation other than its duly elected Officers and Directors, subject to the approval of the Board of Directors. Subject to the general supervision of the Directors and in accordance with the Corporation’s Annual Plan, the President shall have general charge of the business affairs and property of the Corporation and general supervision over its other Officers and agents.

     Not later than sixty (60) days before the beginning of each calendar year, beginning with the 1997 calendar year, the President shall submit an annual business plan (the “Annual Plan”) to the Corporation’s

4

Board of Directors, for their review and approval, either as presented or as amended by the Directors. Any significant change in the total budget or in any major budget category of an approved Annual Plan during the ensuing year must be approved in advance by the Board of Directors.

     Except as otherwise previously authorized by approval of an Annual Plan, the officers of the Corporation shall obtain the approval of the Directors prior to causing the Corporation to engage in a new line of business, establish a subsidiary, or participate in a joint venture or partnership, and prior to borrowing funds, pledging the assets of the Corporation other than in the ordinary course of business, executing a lease or purchase agreement for real property, acquiring shares of another corporation, purchasing or selling material amounts of property, or engaging in any other transaction which is not in the ordinary course of business.

     Subject to Article 11, Section 5 of these By-Laws, the authority of the Board of Directors to review and approve a proposed Annual Plan, a significant change in the total budget or in any major budget category of an approved Annual Plan during the ensuing year, or any action for which the prior approval of the Board of Directors is required by this By-Law, may be delegated by the Board of Directors to the Executive Committee of the Board.

     4. Executive Vice President. In the absence of the President or in the event of the President’s death or disability, the Executive Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all of the restrictions upon the President; and shall perform such other duties as from time to time may be assigned to the Executive Vice President by the President or by the Board of Directors.

     5. Vice Presidents. The Vice-Presidents shall have such powers and perform such duties as the Board of Directors may from time to time prescribe or as the President may from time to time delegate to them.

     6. Secretary and Assistants. The Secretary, or during the absence of the Secretary or in the event of the Secretary’s death or disability, any Assistant Secretary, shall: prepare the minutes of the Shareholders’ and Board of Directors’ meetings and keep them in one or more books provided for that purpose; authenticate such records of the Corporation as shall from time to time be required; see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the Corporate records and of the seal of the Corporation, if any, and see that the seal of the Corporation, if any, is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; keep a register of the post office address of each Shareholder; sign with the President, or a Vice President, certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the Corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or the Board of Directors.

     7. Treasurer and Assistants. The Treasurer, or any Assistant Treasurer during the absence, disability, or failure to act, of the Treasurer, will be custodian of the funds, securities and property of the Corporation, and will be responsible for keeping correct and complete books and records of accounts for the Corporation.

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IV.

ACTION WITHOUT A MEETING

     Any action required or permitted to be taken at a meeting of Shareholders or Directors may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the Shareholders, or by all of the Directors, as the case may be, entitled to vote with respect to the subject matter thereof.

V.

WAIVER OF NOTICE

     Whenever any notice is required to be given to any Shareholder or Director, a waiver thereof in writing signed by the person entitled to the notice is equivalent to the giving of the notice. The attendance of a Shareholder in person or by proxy, or of a Director, at a meeting constitutes a waiver of notice of the meeting except when attendance is for the sole purpose of objecting because the meeting is not lawfully called or convened.

VI.

SHARE CERTIFICATES AND TRANSFER

     The Board will adopt a form of certificate to represent the shares of the Corporation. Each Shareholder is entitled to a certificate, signed by the President or Vice President, and the Secretary or an Assistant Secretary, representing the number of fully-paid shares owned by the Shareholder, or the designee thereof, in the manner provided by the Act and Uniform Commercial Code of New Mexico. The name and address of the Shareholder to whom the certificate is issued, the number and class of shares represented, and the date of original issue or from whom transferred shall be entered on the record of Shareholders of the Corporation and such person will be deemed by the Corporation to be the owner of the shares for all purposes whether or not the Corporation has other knowledge. Shares will be transferred only on the stock transfer books of the Corporation. Any Shareholder claiming that his certificate for shares is lost, stolen or destroyed shall make an affidavit or affirmation of that fact [and request in writing that a new certificate be issued] and lodge the same with the Secretary of the Corporation, accompanied by a signed application for a new certificate. Thereupon, and upon the giving of a satisfactory bond of indemnity to the Corporation not exceeding an amount double the [book] value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the Corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate alleged to be lost, stolen or destroyed.

VII.

MONETARY MATTERS

     1. Funds and Borrowing. The depository for corporate funds, the persons entitled to draw against these funds, the persons entitled to execute notes, mortgages and other instruments of indebtedness on behalf of the Corporation, and the manner of accomplishing these matters will be determined by the Board. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

     2. Compensation. The compensation for Directors and Officers will be established by the Board. Compensation of employees who are not Directors or Officers will be established by the President subject to review by the Board.

     3. Fiscal Year. The fiscal year of the Corporation will be established by the Board.

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VIII.

INTERESTED-DIRECTOR TRANSACTIONS

     1. Policy. A transaction between the Corporation and another person in which one or more of the members of the Corporation’s Board of Directors is “interested” (a “Transaction” for purposes of this By-Law) shall constitute a duly authorized and valid transaction if it is approved or ratified in accordance with this By-Law by the Board of Directors, a duly constituted Committee of the Board or the Shareholders of the Corporation. The approval procedure of this By-Law is not exclusive. A Transaction shall be valid and duly authorized if at the time it was authorized by procedures other than the procedures set forth in this By-Law it was Fair in Comparison to Market Standards and was reasonably likely to yield favorable results (or reduce detrimental results) to the Corporation. The due authorization and validity of a Transaction may also be established under applicable law.

     2. Board of Directors Action. In any action taken by the Board with respect to a Transaction:

(a)	Only Qualified Directors may vote;
(b)	A majority vote (but no fewer than two) of those Qualified Directors who vote shall constitute the action of the Board; and
(c)	A Transaction approved by the Board shall be duly authorized and valid if the Qualified Directors who voted on such action (i) knew prior to their vote All Relevant Information Concerning the transaction; and (ii) considered among other things whether the Transaction was Fair in Comparison to Market standards and was reasonably likely to yield favorable results (or reduce detrimental results) to the Corporation.

     3. Committee Action. In any action taken by a Committee with respect to a transaction:

(a)	A majority (but no fewer than two) of all Committee members shall constitute a quorum for the purpose of taking action;
(b)	Only Qualified Directors who are members of the Committee may vote;
(c)	A majority vote (but no fewer than two) of those Committee members who voted on an action with respect to a Transaction shall constitute the action of the Committee; and
(d)	A Transaction approved by a Committee shall be duly authorized and valid if the Committee members who voted on such action (i) knew prior to their vote All Information Relevant to the Transaction; and (ii) considered among other things whether the Transaction was Fair in Comparison to Market Standards and was reasonably likely to yield favorable results (or reduce detrimental results) to the Corporation.

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     4. Shareholder Action. In any action taken by the Shareholders of the Corporation with respect to a Transaction:

(a)

A majority of the votes entitled to be cast by holders of all Qualified Shares shall constitute a quorum for the purpose of taking action;

(b)

A majority of the votes entitled to be cast by the holders of all Qualified Shares shall be the action of the Shareholders and the Transaction shall be duly authorized and valid if, prior to such vote (i) notice is given to the shareholders describing the Transaction, (ii) each Director with an Interest in the Transaction shall inform the person who is authorized to tabulate votes of the identity of the persons holding or controlling the vote of all shares that are beneficially owned or controlled by him/her or a “Related Person” or a “Business Concern”; (iii) the Shareholders who voted on the Transaction knew prior to their vote All Information Relevant to the Transaction; and (iv) the shareholders considered among other things whether the Transaction was Fair in Comparison to Market Standards and was reasonably likely to yield favorable results (or reduce detrimental results) to the Corporation.

     5. Ratification. If the Corporation enters into a Transaction which has not been approved in accordance with this By-Law, the Board of Directors, a Committee of the Board or the Shareholders may ratify the Transaction pursuant to the provisions of this By-Law.

     6. Definitions. Capitalized terms used in this By-Law shall have the following meanings:

a)

A Director is “interested” in a transaction (i.e., has an “Interest”) if and only if the Director knows at the time the Corporation becomes contractually obligated to consummate the Transaction or at the time the Corporation consummates the Transaction that he/she or a Related Person or a Business Concern (i) is a party to the Transaction, (ii) has a personal financial interest in the Transaction or (iii) has a personal financial interest of such significance to the Director or Related Person or Business Concern that the interest would reasonably be expected to influence the Director’s judgment if he/she were to vote on the Transaction.

(b)

“Related Person” means (i) the spouse of the Director, (ii) a parent or sibling of such spouse, (iii) a child, grandchild, sibling or parent of the Director (or a spouse of any of the foregoing), (iv) an individual having the same home as the Director, (v) a trust or estate of which an individual in (i)-(iv) is a substantial beneficiary or (vi) a trust, estate, incompetent, conservatee, or minor of which the Director is a fiduciary.

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(c)	“Business Concern” means (i) an entity, other than the Corporation, of which the Director is a director, officer, trustee, general partner, agent or employee, or in which he or she has a material financial interest (ii) a person that controls one or more of the entities specified in clause (i), (iii) an entity that is controlled by, or is under common control with, one or more of the entities specified in clause (i) or (iv) an individual who is a general partner or employer of the Director.
(d)	“Qualified Director” means any Director (i) who does not have an Interest in the Transaction and (ii) who does not have a familial, financial, professional, or employment relationship with another Director with an Interest in the Transaction, which would reasonably be expected to exert an influence on the Director’s judgment when voting on the Transaction.
(e)	“Qualified Shares” means any shares which may be voted with respect to the proposed approval of a Transaction except shares that the person authorized to tabulate votes knows, prior to the vote, are beneficially owned (or the voting of which is controlled) by a Director with an Interest in the Transaction or a Related Person or a Business Concern.
(f)	“All Information Relevant to the Transaction” means (i) knowledge of the existence and nature of the Interest of the Director or Directors in the Transaction and (ii) all facts respecting the subject matter of the Transaction that (A) are known by the Director or Directors with an Interest and (B) are facts which an ordinarily prudent person would reasonably believe to be material to a decision about whether the Corporation should undertake the Transaction.

     7. A transaction shall be deemed “Fair in Comparison to Market Standards” if its terms were substantially similar to the terms that the Corporation would have insisted upon in any such transaction with a wholly unrelated third party.

IX.

INDEMNIFICATION; EXPENSE ADVANCES

     The Corporation shall indemnify its past, present, and future Directors and Officers (and their executors, administrators, or other legal representatives) and hold them harmless (1) to the fullest extent of the Corporation’s power to do so under the Act and applicable law, from and against judgments, penalties, fines, settlements and reasonable expenses actually incurred in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, or investigative, to the extent that any such Director or Officer is made a party to such proceeding by reason of the fact that the person is or was a director or officer of the Corporation (or while a Director or Officer of the Corporation is or was serving, at the request of the Corporation, as a Director, Officer, partner, trustee, employee or agent of another corporation or of a partnership, joint venture, trust or other incorporated or unincorporated enterprise, including service with respect to employee benefit plans or trusts), except in relation to matters as

9

to which any such Officer or Director shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of his or her duties; and (2) in addition, from and against all reasonable expense incurred by any such person in defending claims made or suits or proceedings brought against him or her as a Director or Officer. Such indemnification shall include, without limitation, the payment of judgments against such Directors and Officers, and the reimbursement of amounts paid in settlement of claims, suits or proceedings (including judgments in favor of the Corporation or amounts paid in settlement to the Corporation); and such indemnification shall also include, without limitation, the payment of counsel fees and expenses of Officers and Directors in suits against them which are (i) successfully defended by such Officers and Directors and (ii) unsuccessfully defended, to the extent that the action does not result in an adjudication that the prospective indemnitee’s liability results from his or her gross negligence or willful misconduct. Such right of indemnification shall be in addition to any indemnification expressly recognized as within corporate powers pursuant to any provision of the Act now in force or as it may be subsequently amended or to which any such Officer or Director may be entitled under any other provision of law, agreement, vote of stockholders, or otherwise; and such right shall extend and apply to the estates of deceased Directors or Officers.

     In addition, the Corporation shall pay and reimburse all reasonable expenses incurred by any such Director or Officer in connection with any such proceeding in advance of the final disposition of such proceeding if (i) the Director or Officer furnishes the Corporation a written affirmation of his or her good faith belief that s/he has met the standards of conduct necessary for indemnification by the Corporation; (ii) the Director or Officer furnishes the Corporation a written undertaking by or on his or her behalf to repay such amount if it shall ultimately be determined that the Director or Officer has not met such standards of conduct; and (iii) a determination is made, if required by the Act and pursuant to the procedure provided in the Act, that the facts then known to those making the determination would not preclude indemnification for such reasonable expenses. Such determinations and authorizations shall be made in the manner specified in the Act.

X.

AMENDMENTS

     These By-laws may be altered, amended, or repealed by action of all of the Directors unless the power to do so is reserved to the Shareholders by the Articles of Incorporation.

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EX-3.19

Exhibit 3.19

CERTIFICATE OF INCORPORATION

of

M. D. TABAC, LTD.

Under Section 402 of the Business Corporation Law.

     The undersigned, being over the age of 21 years and for the purpose of forming a corporation pursuant to the provisions of the Business Corporation Law of the State of New York, hereby certifies:

     FIRST: The name of the corporation is

M.D. TABAC, LTD.

     SECOND: The purpose for which it is formed are as follows:

     (a) To manufacture, purchase or otherwise acquire, sell, import, export, let and deal in goods, wares, merchandise and personal property of any type or kind whatsoever which a corporation may lawfully acquire, hold, dispose of or deal in, for its own account or as agent for others, including but not limited to tobacco and tobacco products, smoking pipes and sundries.

     (b) To purchase or otherwise acquire, sell, let a deal in goods, wares, merchandise and personal property of any type or kind which a corporation may lawfully acquire, hold, dispose of or deal in.

     (c) To acquire by subscription, purchase or otherwise, to hold for investment or for resale, to sell, pledge, hypothecate and in all ways deal with stocks, shares, script, bonds, consols, debentures, mortgages, notes, trust receipts, certificates of indebtedness, interim receipts and other obligations and securities of corporations, private, public, quasi-public or municipal, foreign or domestic. To collect the interest and dividends on its holdings and the principal thereof when due. To do all things suitable and proper for the protection, conservation or enhancement of the value of stocks, shares, securities, evidences of indebtedness or other properties held by it, including the exercise of the right to vote thereon. To bid upon and purchase at foreclosure or at other sales, whether public or private, real property and rights or interests therein of all kinds.

     (d) This corporation may purchase, acquire, hold and dispose of the stocks, shares, bonds and other evidences of indebtedness of any corporation, domestic or foreign, and issue in exchange therefore its shares, bonds or other obligations.

     (e) To purchase or otherwise acquire, hold, own, sell, lease or otherwise dispose of real property, or intangible, including without limitation, goods, wares and merchandise of every description and the securities and obligations of any issuer, whether or not incorporated.

     (f) This corporation in furtherance of its corporate purposes above set forth shall have all the powers enumerated in Section 202 of the Business Corporation Law, subject to any limitations provided in the Business Corporation Law or in any other statute of the State of New York.

     THIRD: The office of the corporation is to be located in the City of New York, County of New York.

     FOURTH: The aggregate number of shares which the corporation shall have authority to issue is 200

shares without par value.

     FIFTH: The Secretary of State of New York is hereby designated as agent of the corporation upon whom process against it may be served. The post office address to which the Secretary of State shall mail a copy of any process against it served upon him is:

EDWARD J. WALSH, JR. ESQ.
120 Broadway
New York, New York 10005

     SIXTH: The accounting period which the corporation establishes as its first fiscal year for reporting the franchise tax on business corporations, in accordance with Article nine-a of the Tax Law, will end March 31, 1976.

     IN WITNESS WHEREOF, I have made, signed and acknowledged this Certificate of Incorporation this 17^th day of December, 1975.

     /s/ Edward J. Walsh, Jr.

Edward J. Walsh, Jr.

120 Broadway

New York, New York 10005

2

STATE OF NEW YORK)
	:	ss.:
COUNTY OF NEW YORK	)

     On this 17^th day of December, 1975, before me personally came EDWARD J. WALSH, JR., to me known and known to me to be the person described in and who executed the foregoing Certificate of Incorporation, and he acknowledged to me that he executed the same.

     /s/ Alan M. Eisenberg

Notary Public, State of New York

No. 31-6164690

Qualified in New York County

Commission Expires March 30, 1976

3

CERTIFICATE OF AMENDMENT

of

CERTIFICATE OF INCORPORATION

of

M.D. TABAC, LTD.

Under Section 805 of the Business Corporation Law

---***---

     The undersigned, being respectively the President and Secretary of M.D. TABAC, LTD., hereby certify as follows:

1.	The name of the corporation is M.D. TABAC, LTD.
2.	The certificate of its incorporation was filed by the Department of State on December 24, 1975.
3.	The certificate of incorporation is amended to change the name of the corporation. Paragraph FIRST of the certificate is amended to read:

“FIRST: The name of the corporation is:

LANE, LIMITED.”

4. The above amendment to the certificate of incorporation was authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of the shareholders.

     IN WITNESS WHEREOF, on this 9^th day of April, 1976, we have hereunto affixed our names affirming the contents thereof to be true, under penalties of perjury.

/s/ Walter E. Harris, Jr.

Walter E. Harris, Jr., President

/s/ N. Hartunian

N. Hartunian, Secretary

CERTIFICATE OF CHANGE

of

LANE LIMITED

Under Section 805-A of the Business Corporation Law

     The undersigned, Walter E. Harris, Jr., President and Edward J. Walsh, Jr., Secretary, of Lane Limited hereby certify:

     1. The name of the corporation is Lane Limited. The name under which the corporation was formed is M.D. Tabac, Ltd.

     2. The date the certificate of incorporation of M.D. Tabac was filed by the Department of State is December 24, 1975. The date the certificate of amendment was filed to change the name of the corporation to Lane Limited is April 13, 1976.

     3. The certificate of incorporation of Lane Limited designates 120 Broadway, New York, New York, as the address to which the Secretary of State of the State of New York shall mail a copy of any process against the corporation served upon him.

     4. Article FIFTH of the certificate of incorporation is hereby changed to direct the Secretary of State of the State of New York to mail copies of process against the corporation served upon him to Edward J. Walsh, Jr., at 1 Dag Hammarskjold Plaza, New York, New York, 10017.

     5. The manner in which this change to the certificate of incorporation of Lane Limited was authorized was by resolution adopted by majority vote of the board of directors.

     IN WITNESS WHEREOF, we have executed and subscribed this certificate and do affirm the foregoing as true under the penalties of perjury this 3^rd day of February, 1984.

     /s/ Walter E. Harris, Jr.

Walter E. Harris, Jr.

President

Lane Limited

     /s/ Edward J. Walsh, Jr.

Edward J. Walsh, Jr.

Secretary

Lane Limited

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CERTIFICATE OF MERGER

OF

SPARTA INDUSTRIES, INC.

INTO

LANE, LIMITED

UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

     The undersigned, Alan E. Balch and Edward J. Walsh, Jr. being respectively the Chairman of the Board and Secretary of LANE, LIMITED, a domestic corporation duly organized and existing under and by virtue of the laws of the State of New York, said Lane, Limited owning one hundred percent of the outstanding shares of each class of Sparta Industries, Inc., a foreign corporation duly organized and existing under and by virtue of the laws of the State of North Carolina, does hereby certify:

     1. The name of the subsidiary corporation to be merged is Sparta Industries, Inc. The name under which the subsidiary was formed is Sparta Pipes, Inc.

     2. The name of the surviving corporation is Lane, Limited. The name under which the surviving corporation was formed is M.D. Tabac, Ltd.

     3. The designation and number of outstanding shares of each class of Sparta Industries, Inc. and the number of such shares of each class owned by Lane, Limited is as follows:

			Number of Outstanding
Designation of	Number of		Shares Owned by
Outstanding Shares	Outstanding Shares		Surviving Corporation
Common, par value $10 each		100		100

     4. The effective date of the merger of Sparta Industries, Inc. into Lane, Limited shall be the 1^st day of September, 1997.

     5. The Articles of Incorporation of Sparta Industries, Inc. were filed by the Department of State of North Carolina on the 7^th day of January, 1949. An application for authority to do business in New York has been filed by Sparta Industries, Inc. on Jan. 31, 1986.

     The Certificate of Incorporation of Lane, Limited was filed by the Department of State of New York on the 24^th day of December, 1975.

     6. The Plan of Merger of Sparta Industries, Inc. into Lane, Limited was adopted by the board of directors of Lane, Limited, the parent and surviving corporation.

     IN WITNESS WHEREOF, the undersigned have subscribed this certificate and hereby affirm it as true under penalties of perjury this 1^st day of August, 1997.

     /s/ Alan E. Balch

Alan E. Balch, Chairman of the Board of

Lane Limited

     /s/ Edward J. Walsh, Jr.

Edward J. Walsh, Jr.

Secretary of Lane Limited

8

CERTIFICATE OF MERGER
OF
TOBACCO EXPORTERS INTERNATIONAL (USA) LTD.
INTO
LANE, LIMITED

UNDER SECTION 904 OF THE BUSINESS CORPORATION LAW

     The undersigned, Alan E. Balch and Edward J. Walsh, Jr. being respectively the Chairman of the Board and Secretary of Lane, Limited and Alan E. Balch and Robert S. Pless being respectively the President and Secretary of Tobacco Exporters International (USA) Ltd. hereby certify the following to be true under penalty of perjury:

     1. The name of the constituent corporations are as follows:

Lane, Limited

Tobacco Exporters International (USA) Ltd.

The name under which Lane, Limited was formed is M.D. Tabac Ltd.

     2. The name of the surviving corporation is Lane, Limited.

     3. The designation, number and voting rights of the outstanding shares of each class and series of Lane, Limited are as follows:

     Lane, Limited has outstanding 100 shares of common stock without par value, all of which are entitled to vote with respect to the merger.

     Tobacco Exporters International (USA) Ltd. has outstanding 1,000 shares of common stock of a par value of $1.00 each, all of which are entitled to vote with respect to the merger.

     4. The outstanding shares of the constituent corporations are not subject to change prior to the effective date of the merger.

     5. Tobacco Exporters International (USA) Ltd. is a Delaware corporation. Its certificate of incorporation was filed on September 19, 1977.

     6. Lane, Limited is a New York corporation. Its certificate of incorporation was filed by the Department of State of New York on December 24, 1975.

     7. No application by Tobacco Exporters International (USA) Ltd. for authority to do business in the State of New York has been filed by the Department of State.

     8. The merger of Lane, Limited and Tobacco Exporters International (USA) Ltd. into Lane, Limited was authorized with respect to Lane, Limited by the unanimous written consent of the holders of all of the outstanding shares of Lane, Limited.

     9. Tobacco Exporters International (USA) Ltd. has complied with the applicable provisions of the laws of the State of Delaware under which it is incorporated, and this merger is permitted by such laws. The merger of Tobacco Exporters International (USA) Ltd. into Lane, Limited was authorized by the unanimous written consent of the shareholder of all of the outstanding shares of Tobacco Exporters International (USA) Ltd.

     10. The effective date of the merger of Tobacco Exporters International (USA) Ltd. into Lane, Limited shall be January 1, 2000.

LANE, LIMITED

     /a/ Alan E. Balch

Alan E. Balch, Chairman of the Board

     /s/ Edward J. Walsh, Jr.

Edward J. Walsh, Jr., Secretary

TOBACCO EXPORTERS INTERNATIONAL (USA), LTD.

     /s/ Alan E. Balch

Alan E. Balch, Chairman of the Board

     /s/ Robert S. Pless

Robert S. Pless, Secretary

10

CERTIFICATE OF MERGER

OF

CIGARETTE MANUFACTURERS SUPPLIES INC.

INTO

LANE, LIMITED

UNDER SECTION 905 OF THE BUSINESS CORPORATION LAW

     We, the undersigned, being the President and Secretary of Lane, Limited, hereby certify:

     1. (a) The name, jurisdiction and date of formation of each of the constituent entities is:

Name	Jurisdiction	Date of Incorporation
Cigarette Manufacturers Supplies Inc.	Delaware	August 8, 1977
Lane, Limited	New York	December 24, 1975

     (b) Lane, Limited was incorporated under the name M. D. Tabac, Ltd.

     (c) Cigarette Manufacturers Supplies Inc. has not filed an Application for Authority in the State of New York to transact business as a foreign corporation.

     (d) The name of the surviving corporation is Lane, Limited.

     2. Cigarette Manufacturers Supplies Inc. owns 100% of the capital stock of Lane, Limited.

     3. As to each corporation to be merged, the designation and number of outstanding shares of each class are as follows:

	Designation and number of shares in
Name of Corporation	each class or series outstanding
Cigarette Manufacturers Supplies Inc.	100,000 common shares
Lane, Limited	100 common shares

     4. The certificate of incorporation of Lane, Limited shall be the Certificate of Incorporation of the surviving corporation.

     5. The Agreement and Plan of Merger, dated May 31, 2006, by and between the Cigarette Manufacturers Supplies Inc. and Lane, Limited, was adopted by each constituent corporation in the following manner:

          (a) As to Lane, Limited, by the unanimous written consent of the sole shareholder.

          (b) As to Cigarette Manufacturers Supplies Inc., by the unanimous written consent of the sole stockholder and in accordance with Section 903(a) of the Business Corporation Law. Cigarette Manufacturers Supplies Inc. has complied with the applicable provisions of the laws of the state of Delaware in which it is incorporated and this merger is permitted by such laws and is compliance with said laws. The Agreement and Plan of Merger was adopted by the Board of Directors of Cigarette Manufacturers Supplies Inc.

     6. Upon the completion of the Merger and surrender of any certificates, all of the outstanding shares of common stock of the surviving corporation will be issued to Reynolds American, Inc., as sole stockholder of Cigarette Manufacturers Supplies Inc.

     7. The merger shall be effective on the 31^st day of May, 2006.

[Signature page to follow]

     IN WITNESS WHEREOF, we have signed this certificate on the 31^st day of May, 2006 and we affirm the statements contained therein as true under the penalties of perjury.

LANE LIMITED
By:	/s/ Daniel A. Fawley
	Name: Daniel A. Fawley
	Title: Assistant Treasurer

New York State
Department of State
Division of Corporations, State Records
and Uniform Commercial Code
41 State Street
Albany, NY 12231
www.dos.state.ny.us

CERTIFICATE OF CHANGE
OF

Lane, Limited

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

FIRST : The name of the corporation is: Lane, Limited.

If the name of the corporation has been changed, the name under which it was formed is: M.D. Tabac, Ltd.

SECOND: The certificate of incorporation was filed by the Department of State on: 12/24/1975.

THIRD: The change(s) effected hereby are: [Check appropriate statement(s)]

o The county location, within this state, in which the office of the corporation is located, is changed to:                                         .

þ The address to which the Secretary of State shall forward copies of process accepted on behalf of the corporation is changed to read in its entirety as follows: c/o Corporation Service Company, 80 State Street, Albany, NY 12207-2503.

þ The corporation hereby: [Check one]

þ Designates Corporation Service Company as its registered agent upon whom process against the corporation may be served. The street address of the registered agent is: 80 State Street, Albany, NY 12207-2543.

o Changes the designation of its registered agent to:                                                            . The street address of the registered agent is:                                                             .

o Changes the address of its registered agent to:                                                                                 .

o Revokes the authority of its registered agent.

FOURTH: The change was authorized by the board of directors.

/s/ Daniel A. Fawley	Daniel A. Fawley, Assistant Treasurer
(Signature)	(Name and Title of Signer)

CERTIFICATE OF CHANGE

OF

Lane, Limited

(Insert Name of Domestic Corporation)

Under Section 805-A of the Business Corporation Law

Filer’s Name:	/s/ Baro Lee
Address Jones Day, 222 E. 41st Street
City, State and Zip Code New York, NY 10017

NOTE: This form was prepared by the New York State Department of State. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores. The Department of State recommends that all documents be prepared under the guidance of an attorney. The certificate must be submitted with a $30 filing fee.

For Office Use Only

EX-3.20

Exhibit 3.20

LANE LIMITED

**********

BY-LAWS

ARTICLE I

OFFICES

     Section 1. The office of the corporation shall be located in the City of New York, County of New York, State of New York.

     Section 2. The corporation may also have offices at such other places both within and without the State of New York as the board of directors may from time to time determine or the business of the corporation may require.

Article II

ANNUAL MEETINGS OF SHAREHOLDERS

     Section 1. All meetings of shareholders for the election of directors shall be held at such place as may be fixed from time to time by the board of directors.

     Section 2. Annual meetings of shareholders, commencing with the year 1977, shall be held on the first Monday of June if not a legal holiday, and if a legal holiday then on the next secular day following, at which they shall elect by a plurality vote, a board of directors, and transact such other business as may properly be brought before the meeting.

     Section 3. Written or printed notice of the annual meeting stating the place, date and hour of the meeting shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, to each shareholder of record entitled to vote at such meeting.

ARTICLE III

SPECIAL MEETINGS OF SHAREHOLDERS

     Section 1. Special meetings of shareholders may be held at such time and place within or without the State of New York as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute or by the certificate of incorporation, may be called by the president or the board of directors.

     Section 3. Written or printed notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by or at the direction of, the president, the secretary, or the officer or persons calling the meeting, to each shareholder of record entitled to vote at such meeting. The notice should also indicate that it is being issued by, or at the direction of, the person calling the meeting.

     Section 4. The business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice.

ARTICLE IV
QUORUM AND VOTING OF STOCK

     Section 1. The holders of a majority of the shares of stock issued and outstanding and entitled to vote, represented in person or by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business except as otherwise provided by statute or by the certificate of incorporation. If, however, such quorum shall not be present or represented at any meeting of the shareholders, the shareholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified.

     Section 2. If a quorum is present, the affirmative vote of a majority of the shares of stock represented at the meeting shall be the act of the shareholders, unless the vote of a greater or lesser number of shares of stock is required by law or the certificate of incorporation.

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     Section 3. Each outstanding share of stock having voting power shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

     Section 4. Whenever shareholders are required or permitted to take any action by vote, such action may be taken without a meeting on written consent, setting forth the action so taken, signed by the holders of all outstanding shares entitled to vote thereon.

ARTICLE V

DIRECTORS

     Section 1. The number of directors may be fixed from time to time by resolution of the board of directors, but shall not be less than two nor more than ten and the number of the first board shall be two. Directors shall be at least twenty-one years of age and need not be residents of the State of New York nor shareholders of the corporation. The directors, other than the first board of directors, shall be elected at the annual meeting of the shareholders, except as hereinafter provided, and each director elected shall serve until the next succeeding annual meeting and until his successor shall have been elected and qualified. The first board of directors shall hold office until the first annual meeting of shareholders.

     Section 2. Any or all of the directors may be removed, with or without cause, at any time by the vote of the shareholders at a special meeting called for that purpose. Any director may be removed for cause by the action of the directors at a special meeting called for that purpose.

     Section 3. Newly created directorships resulting from an increase in the board of directors and all vacancies occurring in the board of directors, including vacancies caused by removal without cause, may be filled by the affirmative vote of the remaining directors, though less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected for the unexpired portion of the term of his predecessor in office. A director elected to fill a newly created directorship shall serve until the next succeeding annual meeting of shareholders and until his successor shall have been elected and qualified.

     Section 4. The business affairs of the corporation shall be managed by its board of directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the shareholders.

3

     Section 5. The directors may keep the books of the corporation, except such as are required by law to be kept within the state, outside the State of New York, at such place or places as they may from time to time determine.

     Section 6. The board of directors, by the affirmative vote of the majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as officers or otherwise.

ARTICLE VI

MEETINGS OF THE BOARD OF DIRECTORS

     Section 1. Meetings of the board of directors, regular or special, may be held either within or without the State of New York.

     Section 2. The first meeting of each newly elected board of directors shall be held at such time and place as shall be fixed by the vote of the shareholders at the annual meeting, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or it may convene at such place and time as shall be fixed by the consent in writing of all the directors.

     Section 3. Regular meetings of the board of directors may be held upon such notice, or without notice, and at such time and at such place as shall from time to time be determined by the board.

     Section 4. Any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board of committee.

     Section 5. Special meetings of the board of directors may be called by the president on one day’s notice to each director, either personally or by mail or by telephone or by telegram; special meetings shall be called by the president or secretary in like manner and on like notice on the written request of two directors.

     Section 6. Notice of a meeting need not be given to any director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

4

     Section 7. A majority of the directors shall constitute a quorum for the transaction of business unless a greater or lesser number is required by law or by the certificate of incorporation. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, unless the vote of a greater number is required by law or by the certificate of incorporation. If a quorum shall not be present at any meting of directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 8. Unless otherwise restricted by the certificate of incorporation or these by-laws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

[Section 8 added by resolution of the Board of Directors on November 1, 1985.]

ARTICLE VII
EXECUTIVE COMMITTEE

     Section 1. The board of directors, by resolution adopted by a majority of the entire board, may designate, from among its members, an executive committee and other committees, each consisting of two or more directors, and each of which, to the extent provided in the resolution, shall have all the authority of the board, except as otherwise required by law. Vacancies in the membership of the committee shall be filled by the board of directors at a regular or special meeting of the board of directors. The executive committee shall keep regular minutes of its proceedings and report the same to the board when required.

Article VIII
NOTICES

     Section 1. Whenever, under the provisions of the statutes or of the certificate of incorporation or of these by-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or shareholder, at his address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telegram or by telephone.

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     Section 2. Whenever any notice of a meeting is required to be given under the provisions of the statutes or under the provisions of the certificate of incorporation or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE IX
OFFICERS

     Section 1. The officers of the corporation shall be chosen by the board of directors and shall be a president, chairman of the board, a vice-president, a secretary and a treasurer. The board of directors may also choose additional vice-presidents, and one or more assistant secretaries and assistant treasurers.

     Section 2. The board of directors at its first meeting after each annual meeting of shareholders shall choose a president, one or more vice-presidents, a secretary and a treasurer, none of whom need to be a member of the board. Any two or more offices may be held by the same person, except the offices of president and secretary.

     Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board of directors.

     Section 4. The salaries of all officers and agents of the corporation shall be fixed by the board of directors.

     Section 5. The officers of the corporation shall hold office until their successors are chosen and qualify. Any officers elected or appointed by the board of directors may be removed at any time with or without cause by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of the corporation shall be filled by the directors.

THE PRESIDENT

     Section 6. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the shareholders and the board of directors, shall have general and active management of the business of the corporation, and shall see that all orders and resolutions of the board of directors are carried into effect.

     Section 7. He shall execute bonds, mortgages and other contracts requiring a seal under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the

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signing and execution thereof shall be expressly delegated by the board of directors to some other officer or agent of the corporation.

THE VICE PRESIDENTS

     Section 8. The vice-president or, if there shall be more than one, the vice-presidents in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the board of directors may form time to time prescribe.

THE SECRETARY AND ASSISTANT SECRETARIES

     Section 9. The secretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all the proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall have custody of the corporate seal of the corporation and he, or an assistant secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by his signature or by the signature of such assistant secretary. The board of directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

     Section 10. If there be one, the assistant secretary or, if there be more than one, the assistant secretaries in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE TREASURER AND ASSISTANT TREASURERS

     Section 11. The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

     Section 12. He shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at its

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regular meetings, or when the board of directions so requires, an account of all his transactions as treasurer and of the financial condition of the corporation.

     Section 13. If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

     Section 14. If there be one, the assistant treasurer, or, if there shall be more than one, the assistant treasurers in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the board of directors may from time to time prescribe.

THE CHAIRMAN OF THE BOARD

     Section 15. It shall be the duty of the chairman to preside at all meetings of the Board, except that in the event of his absence the president shall preside.

ARTICLE X
CERTIFICATES FOR SHARES

     Section 1. The shares of the corporation shall be represented by certificates signed by the chairman or vice-chairman of the board or the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the corporation, and may be sealed wit the seal of the corporation or a facsimile thereof.

          When the corporation is authorized to issue shares of more than one class there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any shareholder upon request and without charge, a full statement of the designation, relative rights, preferences and limitations of the shares of each class authorized to be issued, and, if the corporation is authorized to issue any class of preferred shares in series, the designation, relative rights, preferences and limitations of each such series so far as the same have been fixed and the authority of the board of directors to designate and fix the relative rights, preferences and limitations of other series.

     Section 2. The signatures of the officers of the corporation upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent

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or registered by a registrar other then the corporation itself or an employee of the corporation. In case any officer who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if he were such officer at the date of issue.

LOST CERTIFICATES

     Section 3. The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the corporation alleged to have been lost or destroyed. When authorizing such issue of a new certificate, the board of directors, in its discretion and as a condition precedent to the issuance thereof, may prescribe such terms and conditions as it deems expedient, and may require such indemnities as it deems adequate, to protect the corporation from any claim that may be made against it with respect to any such certificate alleged to have been lost or destroyed.

TRANSFERS OF SHARES

     Section 4. Upon surrender to the corporation or the transfer agent of the corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, a new certificate shall be issued to the person entitled thereto, and the old certificate cancelled and the transaction recorded upon the books of the corporation.

FIXING RECORD DATE

     Section 5. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividend or the allotment of any rights, or for the purpose of any other action, the board of directors may fix, in advance, a date as the record date for any such determination of shareholders. Such date shall not be more than fifty nor less then ten days before the date of any meeting nor more than fifty days prior to any other action. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof, unless the board fixes a new record date for the adjourned meeting.

REGISTERED SHAREHOLDERS

     Section 6. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessment a person registered

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on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of New York.

     Section 7. A list of shareholders as of the record date, certified by the corporate officer responsible for its preparation or by a transfer agent, shall be produced at any meeting upon the request thereat or prior thereto of any shareholder. If the right to vote at any meeting is challenged, the inspectors of election, or person presiding thereat, shall require such list of shareholders to be produced as evidence of the right of the persons challenged to vote at such meeting, and all persons who appear from such list to be shareholders entitled to vote thereat may vote at such meeting.

ARTICLE XI
INDEMNIFICATION

     Section 1. The Corporation shall to the fullest extent permitted by applicable law as the same exists or may hereafter be in effect, indemnify or advance expenses on behalf of any person who is or was or has agreed to become a director or officer of the Corporation and who is or was made or threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the Corporation to procure a judgment in its favor and an action by or in the right of any other corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan or other enterprise, which such person is serving, has served or has agreed to serve in any capacity at the request of the Corporation, by reason of the fact that he or she is or was or has agreed to become a director or officer of the Corporation, or is or was serving or has agreed to serve such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise in any capacity for or against judgments, fines, amounts paid or to be paid in settlement, taxes or penalties or costs, charges and expenses, including attorney’s fees, incurred in connection with such action or proceeding or any appeal therein; provided, however that no indemnification shall be provided to any such person if a judgment or other final adjudication adverse to the director or officer establishes that (i) his or her acts were committed in bad faith or were the result of active and deliberate dishonesty and, in either case, were material to the cause of action so adjudicated, or (ii) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. The benefits of this Section 1 shall extend to the heirs and legal representatives of any person entitled to indemnification under this Section.

     Section 2. The Corporation may, to the extent authorized from time to time by the Board of Directors, or by a committee comprised of members of the Board or members of management as the Board may designate for such

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purposes, provide indemnification to employees or agents of the Corporation who are not officers or directors of the Corporation with such scope and effect as determined by the Board, or such committee.

     Section 3. The Corporation may indemnify any person to whom the Corporation is permitted by applicable law to provide indemnification or the advancement of expenses, whether pursuant to rights granted pursuant to, or provided by, the New York Business Corporation law or other rights created by (i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an agreement providing for such indemnification, it being expressly intended that these By-laws authorize the creation of other rights in any such manner. The right to be indemnified and to the reimbursement or advancement of expenses incurred in defending a proceeding in advance of its final disposition authorized by this Section 3 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-laws, agreement, vote of shareholders or disinterested directors or otherwise.

     Section 4. The right to indemnification conferred by Section 1, shall, and any indemnification extended under Section 2 or Section 3 may, be retroactive to events occurring prior to the adoption of this Article XI to the fullest extent permitted by applicable law.

     Section 5. This Article XI may be amended, modified or repealed either by action of the Board of Directors of the Corporation or by the vote of the shareholders.

ARTICLE XII

GENERAL PROVISIONS

DIVIDENDS

     Section 1. Subject to the provisions of the certificate of incorporation relating thereto, if any, dividends may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in shares of the capital stock or in the corporation’s bonds or its property, including the share or bonds of other corporations subject to any provisions of law and of the certificate of incorporation.

     Section 2. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve

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fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

CHECKS

     Section 3. All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

FISCAL YEAR

     Section 4. The fiscal year of the corporation will end on the 31^st day of March.

SEAL

     Section 5. The corporate seal shall have inscribed thereon the name of the corporation, the year of its organization and the words “Corporate Seal, New York.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.

ARTICLE XIII

AMENDMENTS

     Section 1. These by-laws may be amended or repealed or new by-laws may be adopted by the affirmative vote of a majority of the board of directors at any regular or special meeting of the board. If any by-law regulating an impending election of directors is adopted, amended or repealed by the board, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with precise statement of the changes made. By-laws adopted by the board of directors may be amended or repealed by the shareholders.

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EX-3.21

Exhibit 3.21

CERTIFICATE OF INCORPORATION
OF
PINCH ACQUISITION CORPORATION

          I, the undersigned, for the purpose of incorporating and organizing a corporation under the General Corporation Law of the State of Delaware (the “DGCL”), do hereby certify as follows:

          FIRST: The name of the corporation (the “Corporation”) is Pinch Acquisition Corporation.

          SECOND: The address of the Corporation’s registered office in the State of Delaware is the Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle, and the name of the registered agent of the Corporation in the State of Delaware at such address is the Corporation Service Company.

          THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL.

          FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 1,000. The par value of such shares is $0.01 per share. All such shares are of one class and are Common Stock.

          FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

          SIXTH: To the fullest extent permitted by the DGCL or any other applicable laws presently or hereafter in effect, no director of the Corporation shall be personally liable to the Corporation or its stockholders for or with respect to any acts or omissions in the performance of his or her duties as a director of the Corporation. Any repeal or modification of this Article Sixth shall not adversely affect any right or protection of a director of the Corporation existing immediately prior to such repeal or modification.

          SEVENTH: Each person who is or was or has agreed to become a director or officer of the Corporation, or each such person who is or was serving or who had agreed to serve at the request of the Board of Directors as an officer of the Corporation or as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including the heirs, executors, administrators or estate of such person), shall be indemnified by the Corporation to the fullest extent permitted by the DGCL or any other applicable laws as presently or hereafter in effect. Without limiting the generality or the effect of the foregoing, the Corporation may enter into one or more agreements with any person which provide for indemnification greater or different than that provided in this Article Seventh. Any repeal or modification of this Article Seventh shall not adversely affect any right or protection existing hereunder immediately prior to such repeal or modification.

          EIGHTH: In furtherance and not in limitation of the rights, powers, privileges, and discretionary authority granted or conferred by the DGCL or other statutes or laws of the State of Delaware, the Board of Directors is expressly authorized to make, alter, amend or repeal the bylaws of the Corporation, without any action on the part of the stockholders, but the stockholders may make additional bylaws and may alter, amend or repeal any bylaw whether adopted by them or otherwise. The Corporation may in its bylaws confer powers upon its Board of Directors in addition to the foregoing and in addition to the powers and authorities expressly conferred upon the Board of Directors by applicable law.

          NINTH: The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed herein or by applicable law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation.

          TENTH: The name of the sole incorporator is McDara P. Folan, III, and the address of incorporator is c/o Reynolds American Inc., 401 North Main Street, Winston-Salem, NC 27101.

          IN WITNESS WHEREOF, I have hereunto set my hand, this 21^st day of April, 2006.

/s/ McDara P. Folan, III  

McDara P. Folan, III 

Sole Incorporator 

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CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION OF PINCH ACQUISITION CORPORATION

1.	The name of the corporation is Pinch Acquisition Corporation (the “Corporation”).
2.	The Certificate of Incorporation of the Corporation is hereby amended to read as follows:

     FIRST. The name of the corporation (the “Corporation”) is Conwood Holdings, Inc.

     IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed as of the 24th day of May, 2006.

PINCH ACQUISITION CORPORATION
By:	/s/ McDara P. Folan, III
	Name:	McDara P. Folan, III
	Title:	Vice President and Secretary

EX-3.22

Exhibit 3.22

BYLAWS
OF
PINCH ACQUISITION CORPORATION

ARTICLE I

MEETINGS OF STOCKHOLDERS

     Section 1. Time and Place of Meetings. All meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, within or without the State of Delaware, as may be designated by the Board of Directors, or by the President or the Secretary in the absence of a designation by the Board of Directors, and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

     Section 2. Annual Meeting. An annual meeting of the stockholders shall be held on such date and time as shall be designated from time to time by the Board of Directors, at which meeting the stockholders shall elect by a plurality vote the directors to succeed those whose terms expire and shall transact such other business as may properly be brought before the meeting.

     Section 3. Special Meetings. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law or by the Certificate of Incorporation, may be called by the Board of Directors or the President, and shall be called by the President at the request in writing of stockholders owning a majority in interest of the entire capital stock of the Corporation issued and outstanding and entitled to vote. Such request shall be sent to the President and shall state the purpose or purposes of the proposed meeting.

     Section 4. Notice of Meetings. Written notice of every meeting of the stockholders, stating the place, date and hour of the meeting, the means of electronic communication, if any, by which stockholders may participate and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting, except as otherwise provided herein or by law. When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

     Section 5. Quorum. The holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise provided by law or by the Certificate of Incorporation. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time,

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without notice other than announcement at the meeting, until a quorum shall be present or represented.

     Section 6. Voting. Except as otherwise provided by law or by the Certificate of Incorporation, each stockholder shall be entitled at every meeting of the stockholders to one vote for each share of stock having voting power standing in the name of such stockholder on the books of the Corporation on the record date for the meeting and such votes may be cast either in person or by written proxy. Every proxy must be duly executed and filed with the Secretary of the Corporation. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary of the Corporation. The vote upon any question brought before a meeting of the stockholders may be by voice vote, unless the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at such meeting shall so determine. Every vote taken by written ballot shall be counted by one or more inspectors of election appointed by the Board of Directors. When a quorum is present at any meeting, the vote of the holders of a majority of the stock which has voting power present in person or represented by proxy shall decide any question properly brought before such meeting, unless the question is one upon which by express provision of law, the Certificate of Incorporation or these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question.

     Section 7. Action by Consent. Any action required or permitted to be taken at any meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if, prior to such action, a written consent or consents thereto, setting forth such action, is signed by the holders of record of shares of the stock of the Corporation, issued and outstanding and entitled to vote thereon, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II

DIRECTORS

     Section 1. Powers. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders.

     Section 2. Number and Term of Office. The Board of Directors shall consist of one or more members. The number of directors shall be changed by resolution of the Board of Directors. The directors shall be elected at the annual meeting of the stockholders, except as provided in Section 3 of this Article II, and each director elected shall hold office until his successor is elected and qualified, except as otherwise required by law. Any decrease in the authorized number of directors shall not be effective until the expiration of the term of the directors then in office, unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by such decrease.

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     Section 3. Vacancies and New Directorships. Vacancies and newly created directorships resulting from any increase in the authorized number of directors which occur between annual meetings of the stockholders may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so elected shall hold office until the next annual meeting of the stockholders and until their successors are elected and qualified, except as required by law.

     Section 4. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board of Directors.

     Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the President on one day’s written notice to each director by whom such notice is not waived, given either personally or by mail or telecopy, and shall be called by the President in like manner and on like notice on the written request of any two directors.

     Section 6. Quorum. At all meetings of the Board of Directors, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time to another place, time or date, without notice other than announcement at the meeting, until a quorum shall be present.

     Section 7. Written Action. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board consent thereto in writing or by electronic transmission, and such consent is to be filed with the minutes or proceedings of the Board or Committee.

     Section 8. Participation in Meetings by Conference Telephone. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors, or any such committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

ARTICLE III

NOTICES

     Section 1. Generally. Whenever by law or under the provisions of the Certificate of Incorporation or these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given by telecopier or telephone.

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     Section 2. Waivers. Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE IV

OFFICERS

     Section 1. Generally. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a President, a Secretary, and a Treasurer. The Board of Directors may also elect one or more Vice-Presidents, Assistant Secretaries, Assistant Treasurers and such other officers and agents as it may deem proper and may define their respective powers and duties. Any number of offices may be held by the same person.

     Section 2. Compensation. The compensation of all officers and agents of the Corporation who are also directors of the Corporation shall be fixed by the Board of Directors. The Board of Directors may delegate the power to fix the compensation of other officers and agents of the Corporation to an officer of the Corporation.

     Section 3. Succession. The officers of the Corporation shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the directors. Any vacancy occurring in any office of the Corporation may be filled by the Board of Directors.

     Section 4. Authority and Duties. Each of the officers of the Corporation shall have such authority and shall perform such duties as are stated in these bylaws or as may be specified by the Board of Directors in a resolution which is not inconsistent with these bylaws.

     Section 5. President. The President shall be responsible for the active management and direction of the business and affairs of the Corporation and shall have such other duties and responsibilities as may be assigned to him by the Board of Directors.

     Section 6. Execution of Documents and Action with Respect to Securities of Other Corporations. The President shall have and is hereby given, full power and authority, except as otherwise required by law, by the stockholders of the Corporation or directed by the Board of Directors, (a) to execute, on behalf of the Corporation, all duly authorized contracts, agreements, deeds, conveyances or other obligations of the Corporation, applications, consents, proxies and other powers of attorney, and other documents and instruments, and (b) to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders (or with respect to any action of such stockholders) of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers which the Corporation may possess by reason of its ownership of securities of such other corporation. In addition, the President may delegate to other officers, employees and agents of the Corporation

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the power and authority to take any action which the President is authorized to take under this Section 6, with such limitations as the President may specify; such authority so delegated by the President shall not be re-delegated by the person to whom such execution authority has been delegated.

     Section 7. Vice President. Each Vice President, however titled, shall perform such duties and services and shall have such authority and responsibilities as shall be assigned to or required from time to time by the Board of Directors or the President.

     Section 8. Secretary and Assistant Secretaries.

          (a) The Secretary shall attend all meetings of the stockholders and all meetings of the Board of Directors and record all proceedings of the meetings of the stockholders and of the Board of Directors. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the Board of Directors. The Secretary shall perform such duties as may be prescribed by the Board of Directors or the President. The Secretary shall have charge of the seal of the Corporation and authority to affix the seal to any instrument. The Secretary or any Assistant Secretary may attest to the corporate seal by handwritten or facsimile signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent has been designated or is otherwise properly accountable. The Secretary shall have authority to sign stock certificates.

          (b) Assistant Secretaries, in the order of their seniority, shall assist the Secretary and, if the Secretary is unavailable or fails to act, perform the duties and exercise the authorities of the Secretary.

     Section 9. Treasurer and Assistant Treasurers.

          (a) The Treasurer shall have the custody of the funds and securities belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Treasurer with the prior approval of the Board of Directors or the President. The Treasurer shall disburse the funds and pledge the credit of the Corporation as may be directed by the Board of Directors and shall render to the Board of Directors and the President, as and when required by them, or any of them, an account of all transactions by the Treasurer.

          (b) Assistant Treasurers, in the order of their seniority, shall assist the Treasurer and, if the Treasurer is unavailable or fails to act, perform the duties and exercise the authorities of the Treasurer.

ARTICLE V

STOCK

     Section 1. Certificates. Certificates representing shares of stock of the Corporation shall be in such form as shall be determined by the Board of Directors, subject to applicable legal

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requirements. Such certificates shall be numbered and their issuance recorded in the books of the Corporation, and such certificate shall exhibit the holder’s name and the number of shares and shall be signed by, or in the name of the Corporation by the President, or a Vice President, and by the Secretary, or an Assistant Secretary, of the Corporation and shall bear the corporate seal. Any or all of the signatures and the seal of the Corporation, if any, upon such certificates may be facsimiles, engraved or printed.

     Section 2. Transfer. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue, or to cause its transfer agent to issue, a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

     Section 3. Lost, Stolen or Destroyed Certificates. The Secretary may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact, satisfactory to the Secretary, by the person claiming the certificate of stock to be lost, stolen or destroyed. As a condition precedent to the issuance of a new certificate or certificates the Secretary may require the owner of such lost, stolen or destroyed certificate or certificates to give the Corporation a bond in such sum and with such surety or sureties as the Secretary may direct as indemnity against any claims that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of the new certificate.

     Section 4. Record Date.

          (a) In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

          (b) In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation by

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delivery to its registered office in Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to a Corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

          (c) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

ARTICLE VI

GENERAL PROVISIONS

     Section 1. Fiscal Year. The fiscal year of the Corporation shall be fixed from time to time by the Board of Directors.

     Section 2. Corporate Seal. The Board of Directors may adopt a corporate seal and use the same by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

     Section 3. Reliance upon Books, Reports and Records. Each director and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees or by any other person as to matters the director or officer believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

     Section 4. Time Periods. In applying any provision of these bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded and the day of the event shall be included.

     Section 5. Dividends. The Board of Directors may from time to time declare and the Corporation may pay dividends upon its outstanding shares of capital stock, in the manner and upon the terms and conditions provided by law and the Certificate of Incorporation.

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ARTICLE VII

AMENDMENTS

     Section 1. Amendments. These bylaws may be altered, amended or repealed, or new bylaws may be adopted, by the stockholders or by the Board of Directors.

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EX-3.23

Exhibit 3.23

CERTIFICATE OF FORMATION

OF

CONWOOD COMPANY, LLC

     This certificate of formation (“Certificate of Formation”) of Conwood Company, LLC (the “Company”), to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “Act”), is duly executed and filed by Delaware Incorporators & Registration Service, LLC, an “Authorized Person” pursuant to the Act, which Authorized Person hereby certifies that:

FIRST: The name of the limited liability company formed hereby is Conwood Company, LLC.

SECOND: The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808.

THIRD: The registered agent of the Company for service of process at such address is Corporation Service Company.

FOURTH: The effective date and time of the conversion to a limited liability company and of the certificate of formation of Conwood Company, LLC is August 11, 2006, at 6:00 p.m.

* * *

     The undersigned Authorized Person has executed this Certificate of Formation as of the 11th day of August, 2006.

DELAWARE INCORPORATORS & REGISTRATION SERVICE, LLC
By:	/s/ Dawn B. Stewart
	Dawn B. Stewart
	Vice President

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY AGREEMENT

OF

CONWOOD COMPANY, LLC

     This Limited Liability Company Agreement (this “Agreement”) of Conwood Company, LLC, a Delaware limited liability company, is entered into by the undersigned member (the “Member”), effective as of August 11, 2006.

     Delaware Incorporators & Registration Service, LLC (the “Authorized Person”), pursuant to authority granted by the Member, executed, delivered and filed as of August 11, 2006 at 6:00 p.m., a certificate of formation to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”).

     The Member now wishes to memorialize its agreement with respect to the operation of Conwood Company, LLC as follows:

I. FORMATION

     1.1 Name. The name of the limited liability company governed hereby is Conwood Company, LLC (the “Company”).

     1.2 Certificates. The Authorized Person has executed, delivered and filed the certificate of formation of the Company (“Certificate of Formation”) with the Secretary of State of Delaware, as contemplated by §18-201 of the Act, and a copy of such Certificate of Formation is attached hereto as Exhibit A. The Authorized Person may execute, deliver and file any other

certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     1.3 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities determined by the Managers to be necessary, convenient, desirable or incidental to the foregoing including, but not limited to, the maintenance, management, investment, and/or disposition, including sale or exchange, of property held by the Company.

     1.4 Notice Address. The address of the Company for notice purposes will be 813 Ridge Lake Boulevard, Suite 100, Memphis, TN 38120, or at such other location as may hereafter be determined by the Managers.

     1.5 Registered Office. The address of the registered office of the Company for service of process on the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

     1.6 Registered Agent. The name of the registered agent at the address of the registered office of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

II. MEMBER

     2.1 Member. The name of the Member is Conwood Holdings, Inc., a Delaware corporation. The mailing address of the Member is 401 North Main Street, Winston-Salem NC 27101.

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     2.2 Admission of Additional Members. One (1) or more additional Members of the Company may be admitted to the Company with the written consent of the existing Member(s).

     2.3 Capital Contributions.

          (a) The Member’s(s’) shall be required to make additional capital contributions for payment of the Company’s expenses at the request of the Managers.

          (b) Any capital contribution made in a form other than cash shall be valued at its fair market value as of the date of the contribution.

          (c) The Member’s(s’) percentage ownership interest in the Company shall be 100%.

          (d) The Member’s(s’) interest in the Company shall for all purposes be personal property. The Member(s) shall have no interest in specific Company property.

          (e) A capital account shall be established and maintained for the Member(s) on the Company’s books.

     2.4 Meetings of Member(s).

          (a) An annual meeting of the Member(s) of the Company, for the purposes of electing Managers and transacting such other business as may properly be brought before such meeting, may be held at any such place as may be designated by the Managers.

          (b) Special meetings of the Member(s) of the Company may be held on any day, and may be called by the Managers or by the Member(s).

          (c) Any Member(s) may waive notice of any meeting before, during or after the meeting. The waiver must be in writing, signed by the Member(s) and delivered to the Company for inclusion in the minutes or filing with the Company’s records. Attendance at such meeting by the Member shall also constitute a waiver of notice of the meeting.

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          (d) The Member(s) may vote in person or by proxy. The person appointed as proxy need not be a Member(s). Unless the writing appointing a proxy otherwise provides, the presence at a meeting of the person who appointed a proxy shall not operate to revoke the appointment. Notice to the Company, in writing or in open meeting, of the revocation of the appointment of a proxy shall not affect any vote or action previously taken or authorized.

          (e) A quorum of the Member(s) shall be the majority of the ownership percentages present in person or by proxy and may take action on a matter at a meeting.

          (f) Any action that is required or permitted to be taken at a meeting of the Member(s) may be taken without a meeting if one or more written consents, describing the action so taken, shall be signed by the Member(s) and delivered to the Company for inclusion in the minutes or filing with the Company’s records.

          (g) Unless otherwise restricted by the Certificate of Formation, this Agreement or the Act, a Member may participate in any meeting of the Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting,

     2.5 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to the Member(s) in accordance with the provisions of Section 18-503 of the Act.

     2.6 Distributions.

          (a) Distributions of any cash, shares or other property shall be made to the Member(s) at the times and in the aggregate amounts determined by the Managers at a duly held meeting of the Managers.

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          (b) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member(s) if such distribution would violate Section 18-607 of the Act or other applicable law.

     2.7 Assignments. The Member(s) may sell, assign, transfer, convey or otherwise dispose of all or any part of its interest in the Company.

     2.8 Other Business. The Member(s) and any person or entity affiliated with the Member(s) may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor the Member(s) shall have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

III. MANAGEMENT

     3.1 Management.

          (a) In accordance with Section 18-402 of the Act, management of the Company shall be vested solely in the Managers. The number of Managers shall be four (4) or such other number as the Member(s) may determine. The following individuals shall be designated as the initial Managers of the Company, and the Managers (or their respective delegates) are authorized to undertake such acts at, or in advance of, the First Meeting of the Managers of the Company as are necessary to initiate and undertake the conduct of business of the Company:

William M. Rosson
Jeffrey A. Eckmann
William McNeeley Rosson
Mark A. Peters

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          (b) Managers may be elected at the annual meeting of the Member(s) or otherwise by action of the Member(s) and each Manager shall serve until his or her successor shall be designated and shall qualify.

          (c) A Manager need not be a Member.

     3.2 Powers.

          (a) In furtherance of the Company’s purpose, but subject to all of the provisions of the Certificate of Formation, this Agreement and the Act, the Managers shall have the power and are hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purpose set forth in Section 1.3 of this Agreement, including, but not limited to, the power to:

          (i) conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

          (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

          (iii) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member(s), any affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company;

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          (iv) act as a trustee, executor, nominee, bailee, manager, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

          (v) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, manager, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

          (vi) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

          (vii) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

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          (viii) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company and, if necessary, secure the same by mortgage, pledge, or other lien on the assets of the Company;

          (ix) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

          (x) lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested;

          (xi) employ or otherwise engage employees, managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services;

          (xii) sue and be sued, complain and defend, and participate in administrative or other proceedings, in the Company’s name;

          (xiii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

          (xiv) indemnify any person in accordance with the Act and obtain any and all types of insurance;

          (xv) negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

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          (xvi) cease the Company’s activities and cancel its Certificate of Formation; and

          (xvii) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

          (b) The Managers shall have all powers, statutory or otherwise, possessed by a member of a limited liability company under the Act, or under any other applicable laws of the State of Delaware, unless otherwise limited by the provisions of the Certificate of Formation, this Agreement, or the Act.

     3.3 Election of Officers. The Managers may, in their sole discretion, appoint officers to run the day-to-day operations of the Company, subject to the supervision of the Managers. The officers of the Company, if deemed necessary by the Managers, may include a President, one or more Vice Presidents, a Treasurer, a Secretary and such other officers as the Managers may from time to time consider appropriate. Unless otherwise determined by the Managers, such officers, upon appointment, shall be immediately authorized to exercise such duties as customarily pertain to such officers as determined by the Managers. Any officer may be removed at any time at the sole discretion of the Managers and any vacancy occurring in any office of the Company may be filled by the Managers.

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     3.4 Meetings.

          (a) Annual and regular meetings of the Managers may be held without notice at such places and times as shall be determined from time to time by resolution of the Managers.

          (b) Special meetings of the Managers may be called by any Manager, or by the President or by the Secretary on the written request of any Manager, on at least one (1) day’s notice to each Manager (except that notice to any Manager may be waived in writing by such Manager) and shall be held at such place or places as may be determined by the Manager, or as shall be stated in the call of the meeting.

          (c) Unless otherwise restricted by the Certificate of Formation, this Agreement, or the Act, Managers may participate in any meeting of the Managers by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.5 Quorum. A majority of the total number of Managers present at any meeting shall constitute a quorum for the transaction of business. If at any meeting of the Managers there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers unless this Agreement shall require the vote of a greater number.

     3.6 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Managers or of any committee thereof may be taken without a meeting if a written consent thereto is signed by a majority of the members of the Managers or of such committee, as

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the case may be, and such written consent is filed with the minutes of proceedings of the Managers.

     3.7 Resignations. Any Manager may resign at any time. Such resignation may be made in person or in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the designated Manager or the President or the Secretary of the Company. The acceptance of a resignation shall not be necessary to make it effective.

     3.8 Removal. The Member(s) may remove any Manager or Managers either for or without cause at any time and name a successor or successors thereto.

     3.9 Vacancies. If the office of any Manager becomes vacant, the remaining Managers in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.

     3.10 Compensation. Managers shall not receive any stated salary for their services as Managers or as members of committees, but by resolution of the Managers a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Manager from serving the Company in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

IV. LIMITED LIABILITY

     4.1 Limited Liability.

          (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Authorized Person, any other Authorized Person, the Managers, the Officers and the Member(s) (each a “Covered Person” and,

11

collectively, the “Covered Persons”) shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being an Authorized Person, a Manager, an Officer or the Member(s) of the Company.

          (b) Except as otherwise expressly required by the Act, or other applicable law, the Member(s), in its capacity as Member(s) of the Company, shall have no liability in excess of (i) the amount of its capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments expressly provided for in this Agreement, and (iv) the amount of any distributions wrongfully distributed to it.

     4.2 Exculpation.

          (a) No Covered Person shall be liable to the Company, the Member(s) or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

          (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such other person’s or entity’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses

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or any other facts pertinent to the existence and amount of assets from which distributions to the Member(s) might be properly paid.

     4.3 Indemnification. To the full extent permitted by the Act or other applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 4.3 shall be provided out of and to the extent of Company assets only, and the Member(s) shall have no personal liability on account thereof.

     4.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 4.3 hereof.

     4.5 Insurance. The Company may purchase and maintain insurance to the extent and in such amounts as the Managers shall, in their sole discretion, deem reasonable, on behalf of Covered Persons and such other persons as the Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person in connection with the activities of the Company, regardless of whether the Company would have the power to

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indemnify such person against such liability under the provisions of this Agreement. The Managers and the Company may enter into indemnity contracts with Covered Persons and such other persons as the Managers shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 4.4 hereof and containing such other procedures regarding indemnification as are appropriate.

V. ACCOUNTING

     5.1 Books and Records. At all times during the continuation of the Company, the Managers shall keep or cause to be kept true and full books of account and all other records necessary for recording the Company’s business and affairs in compliance with applicable laws.

     5.2 Fiscal Year. The fiscal year of the Company shall end on December 31.

     5.3 Bank Accounts. All funds of the Company shall be deposited in its name in such checking, savings or other account as shall be designated from time to time by the Managers. Withdrawals therefrom shall be made upon such signature or signatures as the Managers may designate.

     5.4 Income Tax Returns and Elections. The Company shall provide the Member(s) information on the Company’s taxable income or loss that is relevant to reporting the Company’s income as well as other filings, forms or other information required by federal or state taxing and regulatory authorities. This information shall also show the Member’s (Members’) distributive share of each class of income, gain, loss or deduction. This information shall be furnished to the Member(s) as soon as possible after the close of the Company’s taxable year. All elections required or permitted to be made by the Company under the Internal Revenue Code of 1986, as amended (the “Code”) shall be made by the Member(s).

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     5.5 Taxation as a Partnership. The Company shall elect to be treated as a partnership for U.S. federal and state income tax purposes.

     5.6 Loans to the Company. The amount of a loan, if any, made to the Company by a Member(s) shall not be considered a contribution to capital of the Company nor shall making of such loan entitle such Member(s) to an increased share of the profits or losses to be made pursuant to the provisions of this Agreement. All such loans shall be documented by a promissory note of the Company and shall bear interest at the rate, and be subject to the other terms, agreed to by the lending Member(s).

VI. MERGER/CONVERSION

     6.1 Merger/Conversion. The Company may merge with, consolidate into, or convert into another Delaware limited liability company or other business entity (as defined in Section 18-209 of the Act) upon the approval of the Member(s).

VII. DISSOLUTION AND TERMINATION

     7.1 Dissolution.

          (a) The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following events: (i) the written consent of the Member(s) to dissolve the Company, (ii) upon the sale by the Company of all or substantially all of its right, title, or interest in and to the Company property and the receipt by the Company of the purchase price in full or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          (b) In the event of a dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority set forth in Section 18-804 of the Act.

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     7.2 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member(s) in the manner provided for in this Agreement and the Certificate of Formation shall have been canceled in the manner required by the Act.

     7.3 Claims of the Member(s). The Member(s) shall look solely to the Company’s assets for the return of its capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Member(s) shall have no recourse against the Company.

VIII. MISCELLANEOUS

     8.1 Certificate of Percentage Interest. The Member(s) shall be entitled to one or more certificates (“Certificates of Percentage Interest”), signed by an authorized officer of the Company, which shall certify the percentage interest held by it in the Company.

     8.2 Transferability of Certificate of Percentage Interest. A Certificate of Percentage Interest in the Company shall be transferable upon the books of the Company.

     8.3 Lost, Stolen or Destroyed Certificate of Percentage Interest. The Company may issue a new Certificate of Percentage Interest in the Company in place of any such certificate previously issued by it and alleged to have been lost, stolen or destroyed.

     8.4 Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or

16

illegality shall not impair the operation of, or otherwise affect, those portions of this Agreement which are valid, enforceable and legal.

     8.5 Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute one original.

     8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties.

     8.7 Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

     8.8 Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member(s).

* * *

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of August 11, 2006.

CONWOOD HOLDINGS, INC.,
a Delaware corporation
By:	/s/ McDara P. Folan, III
	McDara P. Folan, III
	Vice President and Secretary

17

EXHIBIT A
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
CONWOOD COMPANY, LLC

Certificate of Formation

[See Attached]

EX-3.25

Exhibit 3.25

CERTIFICATE OF FORMATION

OF

CONWOOD SALES CO., LLC

     This certificate of formation (“Certificate of Formation”) of Conwood Sales Co., LLC (the “Company”), to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “Act”), is duly executed and filed by Delaware Incorporators & Registration Service, LLC, an “Authorized Person” pursuant to the Act, which Authorized Person hereby certifies that:

FIRST: The name of the limited liability company formed hereby is Conwood Sales Co., LLC.

SECOND: The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle, State of Delaware 19808.

THIRD: The registered agent of the Company for service of process at such address is Corporation Service Company.

FOURTH: The effective date and time of the conversion to a limited liability company and of the certificate of formation of Conwood Sales Co., LLC is August 11, 2006, at 6:00 p.m.

* * *

     The undersigned Authorized Person has executed this Certificate of Formation as of the 11th day of August, 2006.

DELAWARE INCORPORATORS & REGISTRATION SERVICE, LLC
By:	/s/ Dawn B. Stewart
	Dawn B. Stewart
	Vice President

EX-3.26

Exhibit 3.26

LIMITED LIABILITY COMPANY AGREEMENT

OF

CONWOOD SALES CO., LLC

     This Limited Liability Company Agreement (this “Agreement”) of Conwood Sales Co., LLC, a Delaware limited liability company, is entered into by the undersigned member (the “Member”), effective as of August 11, 2006.

     Delaware Incorporators & Registration Service, LLC (the “Authorized Person”), pursuant to authority granted by the Member, executed, delivered and filed as of August 11, 2006 at 6:00 p.m., a certificate of formation to form a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Act”).

     The Member now wishes to memorialize its agreement with respect to the operation of Conwood Sales Co., LLC as follows:

I. FORMATION

     1.1 Name. The name of the limited liability company governed hereby is Conwood Sales Co., LLC (the “Company”).

     1.2 Certificates. The Authorized Person has executed, delivered and filed the certificate of formation of the Company (“Certificate of Formation”) with the Secretary of State of Delaware, as contemplated by §18-201 of the Act, and a copy of such Certificate of Formation is attached hereto as Exhibit A. The Authorized Person may execute, deliver and file any other

certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

     1.3 Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities determined by the Managers to be necessary, convenient, desirable or incidental to the foregoing including, but not limited to, the maintenance, management, investment, and/or disposition, including sale or exchange, of property held by the Company.

     1.4 Notice Address. The address of the Company for notice purposes will be 813 Ridge Lake Boulevard, Suite 100, Memphis, TN 38120, or at such other location as may hereafter be determined by the Managers.

     1.5 Registered Office. The address of the registered office of the Company for service of process on the Company in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

     1.6 Registered Agent. The name of the registered agent at the address of the registered office of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.

II. MEMBER

     2.1 Member. The name of the Member is Conwood Holdings, Inc., a Delaware corporation. The mailing address of the Member is 401 North Main Street, Winston-Salem, NC 27101.

2

     2.2 Admission of Additional Members. One (1) or more additional Members of the Company may be admitted to the Company with the written consent of the existing Member(s).

     2.3 Capital Contributions.

          (a) The Member(s) shall be required to make additional capital contributions for payment of the Company’s expenses at the request of the Managers.

          (b) Any capital contribution made in a form other than cash shall be valued at its fair market value as of the date of the contribution.

          (c) The Member’s(s’) percentage ownership interest in the Company shall be 100%.

          (d) The Member’s(s’) interest in the Company shall for all purposes be personal property. The Member(s) shall have no interest in specific Company property.

          (e) A capital account shall be established and maintained for the Member(s) on the Company’s books.

     2.4 Meetings of Member(s).

          (a) An annual meeting of the Member(s) of the Company, for the purposes of electing Managers and transacting such other business as may properly be brought before such meeting, may be held at any such place as may be designated by the Managers.

          (b) Special meetings of the Member(s) of the Company may be held on any day, and may be called by the Managers or by the Member(s).

          (c) Any Member(s) may waive notice of any meeting before, during or after the meeting. The waiver must be in writing, signed by the Member(s) and delivered to the Company for inclusion in the minutes or filing with the Company’s records. Attendance at such meeting by the Member shall also constitute a waiver of notice of the meeting.

3

          (d) The Member(s) may vote in person or by proxy. The person appointed as proxy need not be a Member(s). Unless the writing appointing a proxy otherwise provides, the presence at a meeting of the person who appointed a proxy shall not operate to revoke the appointment. Notice to the Company, in writing or in open meeting, of the revocation of the appointment of a proxy shall not affect any vote or action previously taken or authorized.

          (e) A quorum of the Member(s) shall be the majority of the ownership percentages present in person or by proxy and may take action on a matter at a meeting.

          (f) Any action that is required or permitted to be taken at a meeting of the Member(s) may be taken without a meeting if one or more written consents, describing the action so taken, shall be signed by the Member(s) and delivered to the Company for inclusion in the minutes or filing with the Company’s records.

          (g) Unless otherwise restricted by the Certificate of Formation, this Agreement or the Act, a Member may participate in any meeting of the Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting,

     2.5 Allocation of Profits and Losses. All profits and losses of the Company shall be allocated to the Member(s) in accordance with the provisions of Section 18-503 of the Act.

     2.6 Distributions.

          (a) Distributions of any cash, shares or other property shall be made to the Member(s) at the times and in the aggregate amounts determined by the Managers at a duly held meeting of the Managers.

4

          (b) Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member(s) if such distribution would violate Section 18-607 of the Act or other applicable law.

     2.7 Assignments. The Member(s) may sell, assign, transfer, convey or otherwise dispose of all or any part of its interest in the Company.

     2.8 Other Business. The Member(s) and any person or entity affiliated with the Member(s) may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others. Neither the Company nor the Member(s) shall have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.

III. MANAGEMENT

     3.1 Management.

          (a) In accordance with Section 18-402 of the Act, management of the Company shall be vested solely in the Managers. The number of Managers shall be four (4) or such other number as the member(s) may determine. The following individuals shall be designated as the initial Managers of the Company, and the Managers (or their respective delegates) are authorized to undertake such acts at, or in advance of, the First Meeting of the Managers of the Company as are necessary to initiate and undertake the conduct of business of the Company:

William M. Rosson
Jeffrey A. Eckmann
William McNeeley Rosson
Mark A. Peters

5

          (b) Managers may be elected at the annual meeting of the Member(s) or otherwise by action of the Member(s) and each Manager shall serve until his or her successor shall be designated and shall qualify.

          (c) A Manager need not be a Member.

     3.2 Powers.

          (a) In furtherance of the Company’s purpose, but subject to all of the provisions of the Certificate of Formation, this Agreement and the Act, the Managers shall have the power and are hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purpose set forth in Section 1.3 of this Agreement, including, but not limited to, the power to:

          (i) conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

          (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purpose of the Company;

          (iii) enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member(s), any affiliate thereof, or any agent of the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company;

6

          (iv) act as a trustee, executor, nominee, bailee, manager, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;

          (v) take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, manager, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;

          (vi) purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them;

          (vii) operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;

7

          (viii) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company and, if necessary, secure the same by mortgage, pledge, or other lien on the assets of the Company;

          (ix) prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness;

          (x) lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested;

          (xi) employ or otherwise engage employees, managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services;

          (xii) sue and be sued, complain and defend, and participate in administrative or other proceedings, in the Company’s name;

          (xiii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities;

          (xiv) indemnify any person in accordance with the Act and obtain any and all types of insurance;

          (xv) negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any assets of the Company;

8

          (xvi) cease the Company’s activities and cancel its Certificate of Formation; and

          (xvii) do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

          (b) The Managers shall have all powers, statutory or otherwise, possessed by a member of a limited liability company under the Act, or under any other applicable laws of the State of Delaware, unless otherwise limited by the provisions of the Certificate of Formation, this Agreement, or the Act.

     3.3 Election of Officers. The Managers may, in their sole discretion, appoint officers to run the day-to-day operations of the Company, subject to the supervision of the Managers. The officers of the Company, if deemed necessary by the Managers, may include a President, one or more Vice Presidents, a Treasurer, a Secretary and such other officers as the Managers may from time to time consider appropriate. Unless otherwise determined by the Managers, such officers, upon appointment, shall be immediately authorized to exercise such duties as customarily pertain to such officers as determined by the Managers. Any officer may be removed at any time at the sole discretion of the Managers and any vacancy occurring in any office of the Company may be filled by the Managers.

     3.4 Meetings.

          (a) Annual and regular meetings of the Managers may be held without notice at such places and times as shall be determined from time to time by resolution of the Managers.

9

          (b) Special meetings of the Managers may be called by any Manager, or by the President or by the Secretary on the written request of any Manager, on at least one (1) day’s notice to each Manager (except that notice to any Manager may be waived in writing by such Manager) and shall be held at such place or places as may be determined by the Manager, or as shall be stated in the call of the meeting.

          (c) Unless otherwise restricted by the Certificate of Formation, this Agreement, or the Act, Managers may participate in any meeting of the Managers by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

     3.5 Quorum. A majority of the total number of Managers present at any meeting shall constitute a quorum for the transaction of business. If at any meeting of the Managers there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum is obtained, and no further notice thereof need be given other than by announcement at the meeting which shall be so adjourned. The vote of the majority of the Managers present at a meeting at which a quorum is present shall be the act of the Managers unless this Agreement shall require the vote of a greater number.

     3.6 Action Without Meeting. Any action required or permitted to be taken at any meeting of the Managers or of any committee thereof may be taken without a meeting if a written consent thereto is signed by a majority of the members of the Managers or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Managers.

10

     3.7 Resignations. Any Manager may resign at any time. Such resignation may be made in person or in writing, and shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the designated Manager or the President or the Secretary of the Company. The acceptance of a resignation shall not be necessary to make it effective.

     3.8 Removal. The Member(s) may remove any Manager or Managers either for or without cause at any time and name a successor or successors thereto.

     3.9 Vacancies. If the office of any Manager becomes vacant, the remaining Managers in office, though less than a quorum, by a majority vote, may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen.

     3.10 Compensation. Managers shall not receive any stated salary for their services as Managers or as members of committees, but by resolution of the Managers a fixed fee and expenses of attendance may be allowed for attendance at each meeting. Nothing herein contained shall be construed to preclude any Manager from serving the Company in any other capacity as an officer, agent or otherwise, and receiving compensation therefor.

IV. LIMITED LIABILITY

     4.1 Limited Liability.

          (a) Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Authorized Person, any other Authorized Person, the Managers, the Officers and the Member(s) (each a “Covered Person” and, collectively, the “Covered Persons”) shall not be obligated personally for any such debt,

11

obligation or liability of the Company solely by reason of being an Authorized Person, a Manager, an Officer or the Member(s) of the Company.

          (b) Except as otherwise expressly required by the Act, or other applicable law, the Member(s), in its capacity as Member(s) of the Company, shall have no liability in excess of (i) the amount of its capital contributions to the Company, (ii) its share of any assets and undistributed profits of the Company, (iii) its obligation to make other payments expressly provided for in this Agreement, and (iv) the amount of any distributions wrongfully distributed to it.

     4.2 Exculpation.

          (a) No Covered Person shall be liable to the Company, the Member(s) or any other person or entity who has an interest in the Company for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or willful misconduct.

          (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such other person’s or entity’s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, profits, losses or any other facts pertinent to the existence and amount of assets from which distributions to the Member(s) might be properly paid.

12

     4.3 Indemnification. To the full extent permitted by the Act or other applicable law, each Covered Person shall be entitled to indemnification from the Company for any loss, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that no Covered Person shall be entitled to be indemnified in respect of any loss, damage or claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 4.3 shall be provided out of and to the extent of Company assets only, and the Member(s) shall have no personal liability on account thereof.

     4.4 Expenses. To the fullest extent permitted by applicable law, expenses (including legal fees) incurred by a Covered Person in defending any claim, demand, action suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 4.3 hereof.

     4.5 Insurance. The Company may purchase and maintain insurance to the extent and in such amounts as the Managers shall, in their sole discretion, deem reasonable, on behalf of Covered Persons and such other persons as the Managers shall determine, against any liability that may be asserted against or expenses that may be incurred by any such person in connection with the activities of the Company, regardless of whether the Company would have the power to indemnify such person against such liability under the provisions of this Agreement. The Managers and the Company may enter into indemnity contracts with Covered Persons and such

13

other persons as the Managers shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 4.4 hereof and containing such other procedures regarding indemnification as are appropriate.

V. ACCOUNTING

     5.1 Books and Records. At all times during the continuation of the Company, the Managers shall keep or cause to be kept true and full books of account and all other records necessary for recording the Company’s business and affairs in compliance with applicable laws.

     5.2 Fiscal Year. The fiscal year of the Company shall end on December 31.

     5.3 Bank Accounts. All funds of the Company shall be deposited in its name in such checking, savings or other account as shall be designated from time to time by the Managers. Withdrawals therefrom shall be made upon such signature or signatures as the Managers may designate.

     5.4 Income Tax Returns and Elections. The Company shall provide the Member(s) information on the Company’s taxable income or loss that is relevant to reporting the Company’s income as well as other filings, forms or other information required by federal or state taxing and regulatory authorities. This information shall also show the Member’s (Members’) distributive share of each class of income, gain, loss or deduction. This information shall be furnished to the Member(s) as soon as possible after the close of the Company’s taxable year. All elections required or permitted to be made by the Company under the Internal Revenue Code of 1986, as amended (the “Code”) shall be made by the Member(s).

14

     5.5 Taxation as a Corporation. The Company shall elect to be treated as a corporation for U.S. federal and state income tax purposes.

     5.6 Loans to the Company. The amount of a loan, if any, made to the Company by a Member(s) shall not be considered a contribution to capital of the Company nor shall making of such loan entitle such Member(s) to an increased share of the profits or losses to be made pursuant to the provisions of this Agreement. All such loans shall be documented by a promissory note of the Company and shall bear interest at the rate, and be subject to the other terms, agreed to by the lending Member(s).

VI. MERGER/CONVERSION

     6.1 Merger/Conversion. The Company may merge with, consolidate into, or convert into another Delaware limited liability company or other business entity (as defined in Section 18-209 of the Act) upon the approval of the Member(s).

VII. DISSOLUTION AND TERMINATION

     7.1 Dissolution.

          (a) The Company shall dissolve, and its affairs shall be wound up, upon the first to occur of the following events: (i) the written consent of the Member(s) to dissolve the Company, (ii) upon the sale by the Company of all or substantially all of its right, title, or interest in and to the Company property and the receipt by the Company of the purchase price in full or (iii) the entry of a decree of judicial dissolution under Section 18-802 of the Act.

          (b) In the event of a dissolution, the Company shall conduct only such activities as are necessary to wind up its affairs (including the sale of the assets of the Company in an orderly manner), and the assets of the Company shall be applied in the manner, and in the order of priority set forth in Section 18-804 of the Act.

15

     7.2 Termination. The Company shall terminate when all of the assets of the Company, after payment of or due provision for all debts, liabilities and obligations of the Company shall have been distributed to the Member(s) in the manner provided for in this Agreement and the Certificate of Formation shall have been canceled in the manner required by the Act.

     7.3 Claims of the Member(s). The Member(s) shall look solely to the Company’s assets for the return of its capital contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such capital contributions, the Member(s) shall have no recourse against the Company.

VIII. MISCELLANEOUS

     8.1 Certificate of Percentage Interest. The Member(s) shall be entitled to one or more certificates (“Certificates of Percentage Interest”), signed by an authorized officer of the Company, which shall certify the percentage interest held by it in the Company.

     8.2 Transferability of Certificate of Percentage Interest. A Certificate of Percentage Interest in the Company shall be transferable upon the books of the Company.

     8.3 Lost, Stolen or Destroyed Certificate of Percentage Interest. The Company may issue a new Certificate of Percentage Interest in the Company in place of any such certificate previously issued by it and alleged to have been lost, stolen or destroyed.

     8.4 Severability of Provisions. Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or

16

illegality shall not impair the operation of, or otherwise affect, those portions of this Agreement which are valid, enforceable and legal.

     8.5 Counterparts. This Agreement may be executed in any number of counterparts, which together shall constitute one original.

     8.6 Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties.

     8.7 Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware (without regard to conflict of laws principles), all rights and remedies being governed by said laws.

     8.8 Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member(s).

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* * *

     IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Agreement as of August 11, 2006.

CONWOOD SALES CO., LLC,
a Delaware corporation
By:	/s/ McDara P. Folan, III
	McDara P. Folan, III
	Vice President and Secretary

18

EXHIBIT A
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
CONWOOD SALES CO., LLC

CERTIFICATE OF FORMATION

[See Attached]

EX-3.27

Exhibit 3.27

CERTIFICATE OF FORMATION

OF

ROSSWIL LLC

     This Certificate of Formation of Rosswil LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

1. The name of the Company is:

Rosswil LLC

2.	The address of the registered agent of the Company in Delaware is 1013 Centre Road, Wilmington, County of New Castle, Delaware 19904. The name of its Registered Agent at the address is Corporation Service Company.
3.	The effective date of this Certificate of Formation shall be January 1, 2000.

     IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 29th day of December, 1999.

/s/ Katherine R. Perkins  

Katherine R. Perkins, authorized to sign this 

Certificate of Formation on behalf of the Company 

EX-3.28

Exhibit 3.28

LIMITED LIABILITY COMPANY AGREEMENT

OF

ROSSWIL LLC

January 1, 2000

LIMITED LIABILITY COMPANY AGREEMENT
OF
ROSSWIL LLC

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.		1
1.1	Definitions		1
1.2	Other Defined Terms		3
1.3	References		3
ARTICLE II	ORGANIZATION		3
2.1	Organization of Company		3
2.2	Name		3
2.3	Purpose; Character of the Business		3
2.4	Principal Office		3
2.5	Registered Agent and Registered Office		3
2.6	Certificates		3
ARTICLE III	CAPITAL CONTRIBUTIONS; ETC.		5
3.1	Capital Contributions		5
3.2	Withdrawal; Return of Capital; Interest		5
3.3	Waiver of Appraisal Rights		5
3.4	Obligation to Make Additional Capital Contributions		5
ARTICLE IV	DISTRIBUTIONS AND ALLOCATIONS		5
4.1	Distributions		5
4.2	Allocations		5
ARTICLE V	ACCOUNTING AND ADMINISTRATIVE MATTERS		6
5.1	Books and Records		6
5.2	Reports		6
5.3	Tax Matters Partner		6
5.4	Tax Elections		6
5.5	Reimbursement		6
ARTICLE VI	MANAGEMENT OF COMPANY		6
6.1	The Committee of Managers		6
6.2	Actions Requiring Member Approval		9
6.3	Member Meetings		9
6.4	Notice		10
6.5	Quorum and Voting		10
6.6	Telephonic Meetings		10
6.7	Decision of Members by Written Consent		10
ARTICLE VII	OFFICERS		11
7.1	Election and Term of Office		11
7.2	Duties of the Chairman		11
7.3	Duties of the President		11
7.4	Duties of the Vice President		11

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		Page
7.5	Duties of the Secretary		11
7.6	Duties of the Treasurer		12
7.7	Duties of the Assistant Secretary		12
7.8	Duties of the Assistant Treasurer		12
7.9	Compensation		12
7.10	Resignations		12
7.11	Removal		13
7.12	Vacancies		13
ARTICLE VIII	LIMITATION ON LIABILITY AND INDEMNIFICATION		13
8.1	Exculpation of Liability		13
8.2	Indemnification		13
8.3	Determination of Indemnification		14
8.4	Payment of Expenses in Advance		14
8.5	Provisions Not Exclusive		14
8.6	Insurance		14
ARTICLE IX	TRANSFER OF MEMBERSHIP INTERESTS; ISSUANCE OF ADDITIONAL MEMBERSHIP INTERESTS		15
9.1	Transfer of Membership Interests		15
9.2	Additional Membership Interests		15
ARTICLE X	DISSOLUTION AND TERMINATION		15
10.1	Dissolution		15
10.2	Accounting		15
10.3	Liquidating Trustee		16
10.4	Liquidating Distributions		16
10.5	Distributions in Kind		17
ARTICLE XI	MISCELLANEOUS		17
11.1	Amendment		17
11.2	Further Assurances		17
11.3	Notices		17
11.4	Governing Law		18
11.5	Captions		18
11.6	Pronouns		18
11.7	Successors and Assigns		18
11.8	Severability		18
11.9	Entire Agreement		18

ii 

LIMITED LIABILITY COMPANY AGREEMENT
OF
ROSSWIL LCC

     LIMITED LIABILITY COMPANY AGREEMENT dated as of January 1, 2000, among NTF LLC, a Delaware limited liability company (“HTF”), as the initial Member, and any other Persons who may be admitted to the Company and become signatories hereto (the “Members”).

W I T N E S S E T H:

     WHEREAS, HTF desires to form a limited liability company under the Act to be known as Rosswil LLC (the “Company”) and to be owned and operated pursuant to the terms set forth herein.

     NOW, THEREFORE, the Members agree as follows:

ARTICLE I
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

     1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

     “Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

     “Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

     “Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company by such Member from time to time.

     “Committee of Managers” means the Company’s Committee of Managers described in Section 6.1 hereof.

     “Code” means the Internal Revenue Code of 1986, as amended, or any replacement or successor law thereto.

     “Entity” means any corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

     “Financial Statements” means, for any Fiscal Year, the financial statements (consisting of a balance sheet, statement of operations, statement of Members’ equity and statement of cash flows) of the Company. The Financial Statements shall be prepared in accordance with generally accepted accounting principles and shall be consistent with the books and records of the Company.

     “Fiscal Year” means the twelve month period ending on December 31 of each year or such other fiscal year as the Committee may select in its discretion from time to time in accordance with the Code and the Regulations.

     “Formation Certificate” means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as the same may be amended or restated from time to time.

     “Liquidating Trustee” means such Person as is selected at the time of dissolution by the Committee of Managers with the approval of the Members. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company.

     “Manager(s)” means the Persons selected to serve on the Committee of Managers, who shall be the Managers of the Company as defined in Section 18-101(10) of the Act.

     “Members” initially means HTF and thereafter shall include Persons who are admitted to the Company as provided herein and who become signatories hereto. Exhibit A shall be amended to reflect the admission of any new Members.

     “Membership Interest” means a Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributions, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the Act. A Membership Interest is personal property and a Member shall have no interest in the specific assets or property of the Company.

     “Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company as set forth on Exhibit A attached hereto, as the same maybe amended from time to time.

     “Officer” has the meaning set forth in Article VII hereof.

     “Person” means any natural person or Entity.

     “Regulation or Regulations” means the proposed, temporary and final regulations promulgated by the Treasury Department pursuant to the Code, as amended from time to time.

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     “Transfer” means assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate, or grant an option or contractual agreement to do any of the foregoing, but shall not include any transfer to a legal representative or successor trustee.

     1.2 Other Defined Terms. Capitalized terms not defined in Section 1.1 shall have the meanings set forth in the other sections of this Agreement.

     1.3 References. References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement. Each Exhibit and Schedule attached hereto and referred to herein is hereby incorporated herein by such reference.

ARTICLE II
ORGANIZATION

     2.1 Organization of Company. The Company was formed on January 1, 2000, in accordance with the Formation Certificate. Except as provided herein or in the Formation Certificate, the rights and obligations of the Members are as provided under the Act.

     2.2 Name. The name of the Company is “Rosswil LLC” or such other name as may be selected by the Committee of Managers.

     2.3 Purpose; Character of the Business. The purpose and business of the Company is to engage in any lawful business or activity permitted by the Act.

     2.4 Principal Office. The location of the Company’s principal office is 200 W. Madison St., Suite 3420, Chicago, Illinois 60606, or such other place as may be selected by the Committee of Managers.

     2.5 Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware, 19805, or such other statutory agent and registered office as the Committee of Managers may determine from time to time.

     2.6 Certificates.

          (a) Description. Each Member’s Membership Interest may, in the discretion of the Committee of Managers, be represented by a certificate or certificates in form agreed upon by the Committee of Managers (a “Certificate”) signed by, or in the name of the Company by, the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company, certifying the Membership Percentage owned

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by the Member in the Company.

          (b) Facsimile of Signature. The signature of any Officer on a Certificate may be by facsimile. In case any Officer or Officers who have signed, or whose facsimile signature or signatures have been used on any such Certificate or Certificates, shall cease to be such Officer or Officers of the Company, whether because of death, resignation or otherwise, before such Certificate or Certificates are issued, such Certificate or Certificates may be issued and delivered as though the Person or Persons who signed such Certificate or Certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such Officer or Officers of the Company.

          (c) Lost or Stolen or Destroyed Certificates. The Committee of Managers may direct a new Certificate to be issued in place of any Certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the Person or his or her legal representative claiming the Certificate to be lost, stolen or destroyed. When authorizing such issue of a new Certificate, the Committee of Managers may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate, or his or her legal representative, to advertise the same in such manner as it shall require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the Certificate alleged to have been lost, stolen or destroyed.

          (d) Transfer of Membership Interests. The Membership Interests of the Company shall be assignable and transferable on the books of the Company only by the Person in whose name it appears on said books, or his or her legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former Certificate must be surrendered up and cancelled before a new Certificate is issued; however, in the event of loss, mutilation or destruction of a Certificate, a duplicate Certificate may be issued as provided in Section 2.6(c) above. Subject to compliance with Article IX of this Agreement, upon surrender to the Company or the transfer agent of the Company of a Certificate duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Company to issue a new Certificate to the Person entitled thereto, cancel the old Certificate and record the transaction upon its books.

          (e) Fixing Record Date. In order that the Company may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or to express consent to action in writing without a meeting, or entitled to receive payment of any distribution or allotment of any rights, the Committee of Managers may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date

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of such meeting, nor more than sixty days prior to any other action. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Committee of Managers may fix a new record date for the adjourned meeting.

          (f) Registered Members. The Company shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of Membership Interests to receive distributions, and to vote or take other action as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such Membership Interests on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

ARTICLE III
CAPITAL CONTRIBUTIONS; ETC.

     3.1 Capital Contributions. Each Member has contributed or will contribute to the capital of the Company the cash and/or property described opposite its name on Exhibit A hereto.

     3.2 Withdrawal; Return of Capital; Interest. Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money. No Member shall be entitled to interest on its Capital Contribution.

     3.3 Waiver of Appraisal Rights. Each of the Members hereby agrees that no Member shall have any appraisal rights pursuant to Section 18-210 of the Act or otherwise.

     3.4 Obligation to Make Additional Capital Contributions. No Member shall be obligated to make any additional Capital Contributions to the Company.

ARTICLE IV
DISTRIBUTIONS AND ALLOCATIONS

     4.1 Distributions. Subject to Section 18-607 of the Act, the timing and amount of distributions shall be determined by the Committee of Managers. Any distributions shall be made pro rata among the Members in accordance with their Membership Percentages.

     4.2 Allocations. The profits and losses of the Company shall be allocated pro rata among the Members in accordance with their Membership Percentages.

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ARTICLE V
ACCOUNTING AND ADMINISTRATIVE MATTERS

     5.1 Books and Records. The Company shall maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis. The books of account shall contain particulars of all monies, goods or effects belonging to or owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character. In addition, the Company shall keep all records required to be kept pursuant to the Act. Subject to Section 18-305(c) of the Act, a Member shall, upon prior written notice and during normal business hours, have access to the information described in Sections 18-305(a)(1) through (6) of the Act, for the purpose of inspecting or, at the expense of such Member, copying the same.

     5.2 Reports. The Company shall prepare, or cause to be prepared, and shall furnish to each Person who was a Member during a Fiscal Year, within 120 days after the close of such Fiscal Year, (i) Financial Statements for such Fiscal Year and (ii) a Schedule K1 or such other form as shall be necessary to advise all Members relative to their investment in the Company for federal, state, local, provincial, territorial and foreign income tax reporting purposes.

     5.3 Tax Matters Partner. HTF is hereby designated as the “Tax Matters Partner,” as such term is defined in Section 6231(a)(7) of the Code.

     5.4 Tax Elections. All elections required or permitted to be made by the Company under any applicable tax laws shall be made by the Committee of Managers.

     5.5 Reimbursement. The Company shall reimburse the Managers and Officers for reasonable out-of-pocket costs incurred in connection with, or allocable to, the performance of their duties under this Agreement.

ARTICLE VI
MANAGEMENT OF COMPANY

     6.1 The Committee of Managers.

          (a) Managers. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Managers, who shall exercise their authority as a Committee of Managers. The Committee of Managers may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or by this Agreement directed or required to be exercised or done by the Members. Without limiting the foregoing,

6

the Committee of Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and the appointment of Officers and delegation of duties thereto as herein contemplated. The Committee of Managers shall consist of one or more Managers selected from time to time by the Members owning a majority of the Membership Percentages. The Managers shall initially be elected by written consent of the Members and thereafter shall be elected at the annual meeting or by written consent of the Members, and each Manager elected shall hold office until his or her successor is elected and qualified, or until his or her resignation or removal. Managers need not be Members but must be at least 18 years of age.

          (b) Meetings. The Committee of Managers may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Committee of Managers shall be held at such time and place as shall be fixed by the vote of the Members at the annual meeting and no notice of such meeting shall be necessary to the newly elected Managers in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the Members to fix the time or place of such first meeting of the newly elected Committee of Managers, or in the event such meeting is not held at the time and place so fixed by the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Committee of Managers, or as shall be specified in a written waiver signed by all of the Managers. Regular meetings of the Committee of Managers may be held without notice at such time and at such places as shall from time to time be determined by the Committee of Managers. Special meetings of the Committee of Managers may be called by the President upon at least two (2) days notice to each Manager; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) Managers unless the Committee of Managers consists of only one (1) Manager; in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole Manager. The Committee of Managers shall cause written minutes to be prepared of all action taken by the Committee of Managers and shall deliver a copy thereof to each Manager within thirty (30) days thereafter.

          (c) Quorum and Voting. At all meetings of the Committee of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Committee of Managers, except as may be otherwise specifically provided by the Act. If a quorum shall not be present at any meeting of the Committee of Managers, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

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          (d) Telephonic Meetings. Managers may participate in a meeting of the Committee of Managers by means of conference telephone or similar communications equipment by means of which all Members participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          (e) Decision of Managers by Written Consent. Any action required or permitted to be taken at any meeting of the Committee of Managers may be taken without a meeting, if all members of the Committee of Managers consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Committee of Managers.

          (f) Notice. Notice of Committee of Managers meetings shall be in writing and may be given personally (including delivery by messenger or courier service), by mail, by telegram or by facsimile, and shall be deemed given when received, except that notice sent by mail shall be deemed to be given two (2) days after deposited in the United States mail. Whenever any notice is required to be given under the provisions of this Agreement, a waiver thereof in writing, signed by the Person or Persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

          (g) Delegation of Powers. The Committee of Managers may by resolution delegate its powers, but not its responsibilities, to the Officers, or to any other Person.

          (h) Compensation. The Committee of Managers shall have the authority to fix the compensation of Managers. The Managers shall be paid their expenses, if any, of attendance at each meeting of the Committee of Managers and may be paid a fixed sum for attendance at each meeting of the Committee of Managers or a stated fee as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

          (i) Resignation. Any Manager may resign at any time by giving written notice to the Committee of Managers.

          (j) Removal. Any Manager or the entire Committee of Managers may be removed, with or without cause, by the affirmative vote of the Members owning a majority of the Membership Percentages.

          (k) Vacancies and New Positions. Vacancies and newly created Manager positions resulting from any increase in the authorized number of Managers may be filled by a majority of the Managers then in office or by a sole remaining Manager, and the Managers so chosen shall hold office until the next annual election and until their successors are duly elected and shall have qualified, or until his or her earlier death, resignation or removal. Any such vacancy or newly created Manager position may also

8

be filled at any time by a vote of the Members.

     6.2 Actions Requiring Member Approval. The following actions shall require the affirmative approval of Members owning at least a majority of the Membership Percentages:

          (i) the sale, exchange, lease or other disposition of all or substantially all of the property of the Company;

          (ii) the taking of any action for the (A) commencement of a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, (B) consent to the entry of any order for relief in an involuntary case under any such law, (C) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any substantial part of the property thereof, (D) making by the Company of a general assignment for the benefit of creditors, or (E) making of any other arrangement or composition with creditors generally to modify the terms of payment of, or otherwise restructure, their obligations;

          (iii) the admission of new or substituted Members pursuant to Article IX;

          (iv) the merger of the Company with any other Entity;

          (v) except as otherwise provided in Section 10.1 hereof, the dissolution or liquidation of the Company; and

          (vi) the selection of the Liquidating Trustee.

     6.3 Member Meetings. All meetings of the Members shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Committee of Managers and stated in the notice of the meeting. Annual meetings of Members shall be held on the third Tuesday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Committee of Managers and stated in the notice of the meeting, at which the Members shall elect the Managers by a plurality vote, and transact such other business as may properly be brought before the meeting. Special meetings of the Members, for any purpose or purposes, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Committee of Managers, or at the request in writing of Members owning a majority of the Membership Percentages. Such request shall state the purpose or purposes of the proposed meeting.

9

     6.4 Notice. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each Member not less than ten (10) nor more than sixty (60) days before the date of the meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Member not less than ten (10) nor more than sixty (60) days before the date of the meeting. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice. A Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where the Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     6.5 Quorum and Voting. The holders of a majority of the Membership Percentages, present in Person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members present in Person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member. Except as provided in Section 6.2 hereof, when a quorum is present at any meeting, the vote of the holders of a majority of the Membership Percentages present in Person or represented by proxy shall decide any question brought before such meeting. Any Member may authorize, by an instrument in writing, another Person or Persons to act as proxy for such Member in any or all matters, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

     6.6 Telephonic Meetings. Any meeting of the Members may be held, or any Member may participate in any meeting of the Members, by use of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other and communicate with each other.

     6.7 Decision of Members by Written Consent. Any action required to be taken at any annual or special meeting of the Members, or any action which may be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members owning not less than the minimum number of Membership Percentages that would be necessary to authorize or take such action at a meeting at which all

10

Members were present and voted. The written consent must be filed with the minutes of the proceedings of the Members.

ARTICLE VII
OFFICERS

     7.1 Election and Term of Office. The officers of the Company (the “Officers”) shall be elected by the Committee of Managers and shall be a President, a Vice President, a Secretary and a Treasurer. The Committee of Managers may also elect a Chairman, additional Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other Officers as it shall deem necessary or desirable. The Officers of the Company shall hold office until their successors are elected and qualify, or until they resign or are removed. Each Officer shall perform such duties as may be prescribed by the Committee of Managers or specified in this Agreement.

     7.2 Duties of the Chairman. The Chairman shall preside at all meetings of the Members and the Committee of Managers and shall be responsible for formulating general policies for the Company for submission to the Committee of Managers.

     7.3 Duties of the President. The President shall be the chief executive officer of the Company, shall, in the absence of the Chairman, preside at all meetings of the Members and the Committee of Managers, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Committee of Managers are carried into effect. The President shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Committee of Managers to some other Officer or agent of the Company.

     7.4 Duties of the Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Committee of Managers, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be prescribed by the Committee of Managers or the President, under whose supervision he or she shall serve.

     7.5 Duties of the Secretary. The Secretary shall attend all meetings of the Committee of Managers and all meetings of the Members and record all the proceedings of the meetings of the Members and of the Committee of Managers in a book to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and special meetings of the Committee

11

of Managers and shall perform such other duties as may be prescribed by the Committee of Managers from time to time.

     7.6 Duties of the Treasurer. The Treasurer shall have custody of the funds and securities of the Company and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Company and shall deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Committee of Managers. The Treasurer shall disburse or cause to be disbursed the funds of the Company as may be ordered by the Committee of Managers, taking proper vouchers for such disbursements, and shall render to the President and the Committee of Managers, at its regular meetings, or when the Committee of Managers so requires, an account of all of his or her transactions as Treasurer and of the financial condition of the Company. The Treasurer shall perform, in general, all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Committee of Managers from time to time. If required by the Committee of Managers, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Committee of Managers for the faithful performance of the duties of the Office of Treasurer and for the restoration to the Committee of Managers, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company.

     7.7 Duties of the Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Committee of Managers (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Committee of Managers may from time to time prescribe.

     7.8 Duties of the Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Committee of Managers (or if there shall be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Committee of Managers may from time to time prescribe.

     7.9 Compensation. The salaries of all Officers of the Company shall be fixed by the Committee of Managers.

     7.10 Resignations. Any Officer may resign at any time by giving written notice to the Committee of Managers.

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     7.11 Removal. Any Officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the Managers.

     7.12 Vacancies. Any vacancy occurring in any office of the Company may be filled by the Committee of Managers.

ARTICLE VIII
LIMITATION ON LIABILITY AND INDEMNIFICATION

     8.1 Exculpation of Liability. No Manager shall have any liability to the Company or any Member for monetary damages for breach of fiduciary duty as a Manager other than (a) for any breach of such Manager’s duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for any transactions from which such Manager derived an improper personal benefit.

     8.2 Indemnification.

          (a) Subject to Section 8.3, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Member, Manager or Officer of the Company, or is or was serving at the request of the Company as a manager, director, officer or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

          (b) Subject to Section 8.3, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Member, Manager or Officer of the Company, or is or was serving at the request of the Company as a manager, director, officer or agent of another

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corporation, limited liability company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     8.3 Determination of Indemnification. Any indemnification under Section 8.2(a) or (b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 8.2(a) or (b), respectively. Such determination shall be made (i) by a majority vote of the Managers who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such Managers, or if such Managers so direct, by independent legal counsel in a written opinion, or (iii) by the Members.

     8.4 Payment of Expenses in Advance. Expenses (including attorneys’ fees) incurred by a Member, Manager or Officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Member, Manager or Officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this section.

     8.5 Provisions Not Exclusive. The exculpation of liability, indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking exculpation of liability, indemnification or advancement of expenses may be entitled under any statute, agreement, vote of Members or otherwise.

     8.6 Insurance. The Company may purchase insurance to insure against the liabilities contemplated by this Article VIII.

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ARTICLE IX
TRANSFER OF MEMBERSHIP INTERESTS;
ISSUANCE OF ADDITIONAL MEMBERSHIP INTERESTS

     9.1 Transfer of Membership Interests. No Member may Transfer its Membership Interest without the approval of Members owning a majority of the Membership Percentages. Any Person, not then a Member, to whom a Membership Interest shall be Transferred in accordance with the provisions of this Article IX shall agree in writing to be subject to the terms hereof and shall become a substituted Member hereunder. All reasonable costs and expenses incurred by the Company in connection with any Transfer, and, if applicable, the admission of a Person as a substituted Member, shall be paid by the transferor. If any Membership Interest is Transferred other than in accordance with the provisions hereof and the transferee is not admitted as a substituted Member, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Member hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Company with respect to the interest Transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon admission of a transferee as a substituted Member, the transferor shall withdraw from the Company, and be relieved of any corresponding obligations, to the extent of its Transferred Membership Interest.

     9.2 Additional Membership Interests. Any Person may be admitted as a Member of the Company upon the approval of Members owning a majority of the Membership Percentages and upon agreeing in writing to be subject to the terms hereof. The terms upon which additional Membership Interests shall be issued shall be determined by the Committee of Managers, subject to the approval of Members owning a majority of the Membership Percentages.

ARTICLE X
DISSOLUTION AND TERMINATION

     10.1 Dissolution. The Company shall continue in perpetuity until dissolved upon the first to occur of the following:

          (a) the vote of the Members owning at least a majority of the Membership Percentages to dissolve the Company;

          (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or

          (c) the Company having no Members, unless the Company is continued in accordance with Section 18-801(4) of the Act.

     10.2 Accounting. Upon the dissolution of the Company, a proper accounting shall be made of the assets and liabilities of the

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Company. The Liquidating Trustee shall cause Financial Statements presenting such accounting to be prepared and certified.

     10.3 Liquidating Trustee.

          (a) Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and the Members shall continue to share in distributions and other items of the Company during the winding-up period in accordance with the provisions of Article IV hereof. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Liquidating Trustee, who is hereby authorized to do all acts authorized by law for these purposes. The Liquidating Trustee, in carrying out such winding up and distribution, shall have full power and authority to sell, assign, transfer and encumber all or any of the Company assets.

          (b) Upon the completion of the winding up of the Company and the distribution of all Company assets, the Company shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all other documents required to effectuate the termination of the Company.

          (c) The Liquidating Trustee shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Liquidating Trustee’s taking of or failure to take any action authorized under, or within the scope of, this Agreement; provided, however, that the Liquidating Trustee shall not be entitled to indemnification for its gross negligence, fraud, willful misconduct, self-dealing or criminal activity.

     10.4 Liquidating Distributions. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

          (a) first, to the payment and discharge of all the debts and liabilities of the Company in the order of priority as provided by Section 18-804 of the Act;

          (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

          (c) third, to the Members in proportion to their respective capital accounts, treating any distribution of property as a sale thereof at fair market value.

Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the

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Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704-1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

     10.5 Distributions in Kind. Company property distributed in kind shall be transferred and conveyed to the distributees as tenants in common subject to any liabilities attached thereto so as to vest in them undivided interests in the whole of such property in proportion to their respective rights to share in the proceeds of the sale of such property in accordance with this Article.

ARTICLE XI
MISCELLANEOUS

     11.1 Amendment. This Agreement may be modified or amended at any time by the written approval of all of the Members.

     11.2 Further Assurances. Each Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, amendments to certificates, instruments and documents, and do such other acts and things, as may be required by law or as may be required to carry out the intent and purposes of this Agreement.

     11.3 Notices. Except as otherwise provided herein, all notices, demands, consents, approvals, requests, offers or other communications which any of the parties to this Agreement may desire or shall be required to give hereunder shall be in writing and shall be given by (a) registered or certified mail, return receipt requested, (b) personal delivery including delivery via messenger or courier service, or (c) electronic communication (telex or facsimile transmission). All notices shall be addressed to the recipient at the address contained on the books of the Company. Any Member may designate another address (or change its address) for notices hereunder by delivery of a written notice to the Managers with a copy to the Secretary in accordance with the provisions of this Section 11.3. Any notice sent in compliance with the above provisions shall be deemed given on the date received, except that notices sent by registered or certified mail, return receipt requested, shall be deemed given on the third business day next succeeding the day on which it was sent, or, if sooner, on the actual date received.

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     11.4 Governing Law. This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

     11.5 Captions. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

     11.6 Pronouns. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

     11.7 Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

     11.8 Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

     11.9 Entire Agreement. This Agreement, including the schedules and exhibits hereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter hereof and supersedes all prior agreements relative hereto which are not contained herein.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBERS:
HTF LLC, a Delaware limited liability company
By:	/s/ Scott T. Stevens
Name :	Scott T. Stevens
Title:	Vice President

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EXHIBIT A TO
LIMITED LIABILITY COMPANY AGREEMENT
OF ROSSWIL LLC

		MEMBERSHIP
MEMBER	CAPITAL CONTRIBUTION	PERCENTAGE
HTF LLC	Certain intangible assets relating to the formulation, processing, manufacture and marketing of smokeless tobacco products		100.00	%

A-1

EX-3.29

Exhibit 3.29

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
R. J. REYNOLDS INTERNATIONAL BUSINESS GROUP, INC.

     R. J. Reynolds International Group, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

     1. That the Board of Directors of said corporation, by the unanimous written consent of its members, adopted a resolution proposing and declaring advisable the following amendment to the Amended and Restated Certificate of Incorporation of said corporation:

RESOLVED, that the Amended and Restated Certificate of Incorporation of R. J. Reynolds International Business Group, Inc. be amended by changing the first Article thereof so that, as amended, said Article shall read as follows:

     “FIRST: The name of the Corporation is R. J. Reynolds Global Products, Inc.”

     2. That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provision of Section 228 of the General Corporation Law of the State of Delaware.

     3. That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 and 228 of the General Corporation Law of the State of Delaware.

     4. That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon Filing.

     IN WITNESS WHEREOF, R. J. REYNOLDS INTERNATIONAL BUSINESS GROUP, INC. has caused this certificate to be signed by McDara P. Folan, III, its Secretary, this 14 day of July, 2004.

R. J. REYNOLDS INTERNATIONAL BUSINESS GROUP, INC.
By:	/s/ McDara P. Folan, III
	McDara P. Folan, III
	Secretary

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
MSSH, INC.

Pursuant to Sections 242 and 245 of
the General Corporation Law of
the State of Delaware

     MSSH, Inc. (the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “GCL”‘), in order to amend and restate its Certificate of Incorporation pursuant to Sections 242 and 245 of the GCL, certifies as follows:

     1. The name of the Company will be R. J. Reynolds International Business Group, Inc. The original Certificate of Incorporation of the Company was filed with the Delaware Secretary of State on March 4, 2002 under the name of MSSH, Inc.

     2. The Company has received payment of its stock.

     3. Pursuant to Sections 242 and 245 of the GCL, the Amended and Restated Certificate of Incorporation amends, integrates and restates the provisions of the Certificate of Incorporation of the Company.

     4. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with the applicable provisions of Sections 242 and 245 of the GCL.

     5. The text of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
R. J. REYNOLDS INTERNATIONAL BUSINESS GROUP, INC.

     FIRST: The name of the corporation is R. J. Reynolds International Business Group, Inc.

     SECOND: The registered office of the corporation in the State of Delaware is located at 2711 Centreville Road, Suite 400, Wilmington, County of New Castle, Delaware 19801. The registered agent of the corporation at that address is Corporation Service Company.

     THIRD: The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

     FOURTH: The corporation shall have authority to issue one thousand (1,000) shares of common stock, having a par value of one cent (01) per share.

     FIFTH: The corporation shall indemnify directors and officers of the corporation to the fullest extent permitted by law.

     SIXTH: The directors of the corporation shall incur no personal liability to the corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director; provided, however, that the directors of the corporation shall continue to be subject to liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the directors derived an improper personal benefit. In discharging the duties of their respective positions, the board of directors, committees of the board, individual directors and individual officers may, in considering the best interests of the corporation, consider the effects of any action upon employees, suppliers and customers of

the corporation, communities in which offices or other establishments of the corporation are located, and all other pertinent factors. In addition, the personal liability of directors shall further be limited or eliminated to the fullest extent permitted by any future amendments to Delaware law.

     SEVENTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, the number of members of which shall be set forth in the bylaws of the corporation. The directors need not be elected by ballot unless required by the bylaws of the corporation.

     EIGHTH: Meetings of the stockholders may be held, and the books of the corporation will be kept (subject to the provisions contained in the General Corporation Law of the State of Delaware) at such place or places as may be designated from time to time by the board of directors or in the bylaws of the corporation.

     NINTH: In the furtherance and not in limitation of the objects, purposes and powers prescribed herein and conferred by the laws of the State of Delaware, the board of directors is expressly authorized to make, amend and repeal the bylaws.

     TENTH: The corporation reserves the right to amend or repeal any provision contained in this Certificate of Incorporation in the manner now or hereinafter prescribed by the laws of the State of Delaware. All rights herein conferred are granted subject to this reservation.

     ELEVENTH: The name and mailing address of the incorporator is Delaware Incorporators & Registration Service, LLC, located: at 1007 Orange-Street, Suite 1410, Wilmington, Delaware 19801.

     TWELFTH: The powers of the incorporator shall terminate upon the election of directors.

     THE UNDERSIGNED, representative of Delaware Incorporators & Registration Service, LLC, has caused this Amended and Restated Certificate of Incorporation to be duly executed in its corporate name this 27th day of February, 2003.

DELAWARE INCORPORATORS & REGISTRATION SERVICE, LLC
By:	/s/ Dawn B. Kilcrease
	Dawn B. Kilcrease
	Vice President

EX-3.30

Exhibit 3.30

AMENDMENT TO BYLAWS
OF
R. J. REYNOLDS INTERNATIONAL BUSINESS GROUP, INC.
(FORMERLY KNOWN AS MSSH, INC.)

     THE UNDERSIGNED, being the Secretary of R. J. Reynolds International Business Group, Inc., a Delaware corporation (the “Company”), does hereby certify that the Board of Directors of the Company adopted the following resolutions:

     RESOLVED, that Article II, Section 1 of the Bylaws of the Company is hereby amended by deleting the first sentence of the first paragraph therein and replacing it with the following sentence:

“The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be three (3).;”

     RESOLVED FURTHER, that except as amended herein, the Bylaws of the Company remain in full force and effect; and

     RESOLVED FURTHER, that the Directors of the Company are hereby authorized and directed in the name and on behalf of the Company, to take or cause to be taken all such actions, and to execute and deliver or cause to be executed and delivered all such documents and instruments as they may deem necessary or appropriate in order to carry out the purpose and intent of the foregoing resolutions.

* * *

     THE UNDERSIGNED, the Secretary of the Company, has executed and certified to this Amendment to Bylaws as of the 27th day of February, 2003.

R. J. REYNOLDS INTERNATIONAL BUSINESS GROUP, INC.
By:	/s/ McDara P. Folan, III
	McDara P. Folan, III
	Secretary

BYLAWS
OF
MSSH, Inc.

Adopted as of March 7, 2002

ARTICLE I — STOCKHOLDERS

     Section 1. Annual Meeting.

     An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date and at such time as the Board of Directors shall each year fix, which date shall be within thirteen months subsequent to the last annual meeting of stockholders.

     Section 2. Special Meetings.

     Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors, the Chairman or the President, or as otherwise provided by law or the Certificate of Incorporation, and shall be held at such place, on such date and at such time as they or he or she shall fix, and a majority of the stockholders may call a special meeting in accordance with Section 4 of Article II of these Bylaws.

     Section 3. Notice of Meetings.

     Written notice of the place, date and time of all meetings of the stockholders shall be given, not less than ten nor more than sixty days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Certificate of Incorporation of the corporation).

     When a meeting is adjourned to another place, date or time, written notice need not be given of the adjourned meeting if the place, date and time thereof are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than

thirty days after the date for which the meeting was originally noticed, or if a new record date is fixed for the adjourned meeting, written notice of the place, date and time of the adjourned meeting shall be given in conformity herewith. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

     Section 4. Quorum.

     At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law.

     If a quorum shall fail to attend any meeting, the Chairman of the meeting or the holders of a majority of the shares of the stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, date or time.

     If a notice of any adjourned special meeting of stockholders is sent to all stockholders entitled to vote thereat, stating that it will be held with those present constituting a quorum, then except as otherwise required by law, those present at such adjourned meeting shall constitute a quorum, and all matters shall be determined by a majority of the votes cast at such meeting.

     Section 5. Organization.

     Such person as the Board of Directors may have designated, or, in the absence of such a person, the President of the corporation or, in the President’s absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as Chairman of the meeting. In the absence of the Secretary of the corporation, the Secretary of the meeting shall be such person as the Chairman appoints.

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     Section 6. Conduct of Business.

     The Chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to be in order.

     Section 7. Proxies and Voting.

     At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting. No proxy shall be voted on or after three (3) years from its date, unless the proxy provides for a longer period.

     Each stockholder shall have one vote for every share of stock entitled to vote which is registered in such stockholder’s name on the record date for the meeting, except as otherwise provided herein or required by law.

     All voting, including on the election of directors, but excepting where otherwise required by law, may be by a voice vote; provided, however, that upon demand therefor by a stockholder entitled to vote or such stockholder’s proxy, a stock vote shall be taken.

     All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast.

     Section 8. Stock List.

     A complete list of stockholders entitled to vote at any meeting of stockholders, arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in such stockholder’s name, shall be open to the examination of any such stockholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) days prior to the meeting, either at a place within the city where the

3

meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held.

     The stock list shall also be kept at the place of the meeting during the whole time thereof and shall be open to the examination of any such stockholder who is present. This list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

     Section 9. Consent of Stockholders in Lieu of Meeting.

     Any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE II — BOARD OF DIRECTORS

     Section 1. Number and Term of Office.

     The number of directors who shall constitute the whole board shall be such number as the Board of Directors shall at the time have designated, except that in the absence of any such designation, such number shall be one (1). Each director shall be elected for a term of one year and until such director’s successor is elected and qualified, except as otherwise provided herein or required by law.

     Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of

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the directors then in office unless, at the time of such decrease, there shall be vacancies on the board which are being eliminated by the decrease.

     Section 2. Vacancies.

     If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until such director’s successor is elected and qualified; provided, however, that a majority of the stockholders must ratify such election at the next meeting of stockholders, and the Chairman shall call such a special meeting in accordance with these bylaws for such purpose if the stockholders have not otherwise provided for such ratification.

     Section 3. Regular Meetings.

     Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.

     Section 4. Special Meetings.

     Special meetings of the Board of Directors may be called only by the Chairman, a majority of the stockholders or a majority of the directors and shall be held at such place, on such date, and at such time as fixed in the notice. Notice of the place, date, and time of such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing, telecopying or sending by overnight courier the same not less than twenty-four hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

     Section 5. Quorum.

     At any meeting of the Board of Directors, a majority of the total number of the whole board (rounded up) shall constitute a quorum for all purposes. If a quorum shall fail to attend any

5

meeting, a majority of those present may adjourn the meeting to any place, date or time, without further notice or waiver thereof.

     Section 6. Participation in Meetings by Conference Telephone.

     Notwithstanding any provision of these bylaws to the contrary, members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

     Section 7. Chairman of the Board.

     The Board of Directors shall elect, at its original meeting and each annual meeting, a Chairman of the Board (the “Chairman”) who shall be a director and who shall hold office until the next annual meeting of the Board and until such Chairman’s successor is elected and qualified or until such Chairman’s earlier resignation or removal by act of the Board. The Chairman shall preside at meetings of the stockholders and of the Board. In the absence of the Chairman, the President shall preside at meetings of the stockholders and the Board.

     Section 8. Conduct of Business.

     At any meeting of the Board of Directors at which the quorum requirement shall be satisfied, business shall be transacted in such order and manner as the Board may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors.

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     Section 9. Compensation of Directors.

     Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees, expenses and other compensation for attendance at regular and special meetings and their services as directors, including, without limitation, their services as members of committees of the Board of Directors. Nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

     Section 10. Fiduciary Duties of Directors.

     A director of the corporation shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of the Board of Directors upon which such director may serve, in good faith, in a manner which such director reasonably believes to be in the best interest of the corporation, and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances.

     Absent breach of fiduciary duty, lack of good faith or self-dealing, any action as a director shall be presumed to be in the best interests of the corporation.

     Section 11. Removal of Directors.

     Any director of the corporation may be removed at any time, with or without cause, by a majority vote of the stockholders.

ARTICLE III — COMMITTEES

     Section 1. Committees of the Board of Directors.

     The Board of Directors, by a vote of a majority of the whole Board, may from time to time designate committees of the Board, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board, and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member

7

at any meeting of the committee. Any committee so designated may exercise the power and authority of the Board of Directors to declare a dividend or to authorize the issuance of stock if the resolution which designates the committee or a supplemental resolution of the Board of Directors shall so provide. In the absence or disqualification of any member of any committee and any alternate member in such member’s place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member. The Board of Directors may, from time to time, suspend, alter, continue or terminate any committee or the powers and functions thereof.

     Section 2. Officers’ Committees.

     Subject to the approval of the Board, the Chairman may appoint, or may provide for the appointment of, committees consisting of officers or other persons, with chairmanships, vice chairmanships and secretaryships and such duties and powers as the Chairman may, from time to time, designate and prescribe. The Board or the Chairman may, from time to time, suspend, alter, continue or terminate any of such committees or the powers and functions thereof.

     Section 3. Conduct of Business.

     Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of such committee.

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ARTICLE IV — OFFICERS

     Section 1. Generally.

     The officers of the corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until such officer’s successor is elected and qualified or until such officer’s earlier resignation or removal. One person may hold more than one of the offices specified in this section and may have such other titles as the Board of Directors may determine.

     Section 2. President.

     The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and to the direction of the Board of Directors, the President shall have the responsibility for the general management and control of the business and affairs of the corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to the President by the Board of Directors. The President shall have the power to sign all stock certificates, contracts and other instruments of the corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the corporation.

     Section 3. Vice President.

     There may be such number of Vice Presidents as the Board of Directors shall appoint. Any such Vice President shall have such powers and duties as may be delegated to the Vice President by the Board of Directors. A Vice President may be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or

9

disability. In the absence of the Chairman and the President, one Vice President so designated by the Board of Directors shall preside at meetings of the stockholders and the Board of Directors.

     Section 4. Treasurer/Assistant Treasurer.

     The Treasurer shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. The Treasurer shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Treasurer, if deemed necessary or appropriate, who shall have such powers and duties of the Treasurer, as determined by the Board of Directors.

     Section 5. Secretary/Assistant Secretary.

     The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. Without limiting the provisions of Sections 1 or 6 of this Article IV, the Board of Directors may also elect an Assistant Secretary, if deemed necessary or appropriate, who shall have such powers and duties of the Secretary, as determined by the Board of Directors.

     Section 6. Delegation of Authority.

     The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.

     Section 7. Removal.

     Any officer of the corporation may be removed at any time, with or without cause, by the Board of Directors.

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     Section 8. Action with Respect to Securities of Other Corporations.

     The Board shall designate the officers as it deems appropriate who shall have power to vote and otherwise act on behalf of the corporation, in person or by proxy, at any meeting of stockholders of, or with respect to, any action of stockholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE V — INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS

     Section 1. Availability of Indemnification.

     The corporation shall indemnify any director, officer, other employee or agent, who was or is a party to, or is threatened to be made a party to or who is called as a witness in connection with any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation by reason of the fact that he is or was serving at the request of a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by him in connection with such action, suit or proceeding unless the act or the failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

     Section 2. Extent of Indemnification.

     The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction, howsoever embodied, of any

11

court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. It is the policy of the corporation that the indemnification of, and advancement of expenses to, directors, officers, employees and other agents of the corporation shall be made to the fullest extent permitted by law. To this end, the provisions of this Article V shall be deemed to have been amended for the benefit of directors, officers, employees and other agents of the corporation effective immediately upon any modification of the General Corporation Law of the State of Delaware (the “GCL”) which expands or enlarges the power or obligation of corporations organized under the GCL to indemnify, or advance expenses to, directors, officers, employees and other agents of the corporation.

     Section 3. Promise to Repay Corporation.

     The corporation shall pay expenses incurred by an officer, director or other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation.

     Section 4. Duration of Right to Indemnification.

     The indemnification and advancement of expenses provided by, or granted pursuant to, this Article V shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors of such person.

     Section 5. Indemnification of Fund.

     The corporation shall have the authority to create a fund of any nature, which may, but need not be, under control of a trustee, or otherwise secure or insure in any manner, its indemnification

12

obligations, whether arising under these bylaws or otherwise. The authority granted by this Section 5 shall be exercised by the Board of Directors of the corporation.

     Section 6. Contract for Indemnification.

     A contract shall be deemed to exist between the corporation and each director and officer of the corporation with respect to indemnification and advancement of expenses as provided by this Article V and as otherwise provided by applicable law.

     Section 7. In General.

     The provisions of this Article V shall not be deemed to preclude the indemnification of, or advancement of expenses to, any person who is not specified in Section l of this Article V but whom the corporation has the power or obligation to indemnify of the GCL or otherwise.

ARTICLE VI — STOCK

     Section 1. Certificates of Stock.

     Each stockholder shall be entitled to a certificate signed by, or in the name of the corporation by, the President and the Secretary, or such other officers as authorized by the Board, certifying the number of shares owned by such stockholder.

     Section 2. Transfers of Stock.

     Transfers of stock shall be made only upon the transfer books of the corporation kept at an office of the corporation or by transfer agents designated to transfer shares of the stock of the corporation. Except where a certificate is issued in accordance with Section 4 of this Article VI, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate is issued therefor.

     Section 3. Record Date.

     In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record

13

date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty nor less than ten days before the date of such meeting. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board of Directors.

     In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

     Section 4. Lost and Stolen Stock Certificates.

     In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.

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     Section 5. Regulations.

     The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE VII — PURPOSE

     Section 1. Purpose.

     The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE VIII — NOTICES

     Section 1. Notices.

     Except as otherwise specifically provided herein or required by law, all notices required to be given to any stockholder, director, officer, employee or agent, shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, by sending such notice by Federal Express or similar overnight courier, by sending such notice by prepaid telegram or mailgram or by sending such notice by telecopy or similar facsimile transmission. Any such notice shall be addressed to such stockholder, director, officer, employee, or agent at his or her last known address as the same appears on the books of the corporation. The time when such notice is received, if hand delivered, or dispatched, if delivered through the mails, by overnight courier, by telegram or mailgram, or by telecopy or similar facsimile shall be the time of the giving of the notice.

     Section 2. Waivers.

     A written waiver of any notice, signed by a stockholder, director, officer, employee or agent, whether before of after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such stockholder, director, officer, employee or agent. Neither the business nor the purpose of any meeting need be specified in such a waiver.

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ARTICLE IX — MISCELLANEOUS

     Section 1. Corporate Seal.

     The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or Secretary or by an Assistant Secretary or Assistant Treasurer.

     Section 2. Reliance upon Books, Reports and Records.

     Each director, each member of any committee designated by the Board of Directors, and each officer of the corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of an account, information, statements or other records of the corporation, including reports made to the corporation by any of its officers, employees or counsel, by an independent certified public accountant, or by an appraiser selected with reasonable care. An action shall not be considered taken in good faith if the director, committee member or officer has knowledge concerning the matter in question that would cause such director’s reliance to be unwarranted.

     Section 3. Fiscal Year.

     The fiscal year of the corporation shall be as fixed by the Board of Directors.

     Section 4. Time Periods.

     In applying any provision of these bylaws which require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

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ARTICLE X — AMENDMENTS

     Section 1. Amendments.

     These bylaws may be amended, suspended or repealed in a manner consistent with law at any regular or special meeting of the Board of Directors by vote of a majority of the entire board or at any stockholders meeting called and maintained in accordance with Article I of these bylaws. Such amendment, suspension or repeal may be evidenced by resolution or as the Board may otherwise deem appropriate.

     The undersigned, Secretary of MSSH, Inc. does hereby certify that the foregoing is a true copy of the bylaws of MSSH, Inc. and that such bylaws are in full force and effect as of the date indicated above.

/s/ McDara P. Folan, III  

McDara P. Folan, III 

Secretary 

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EX-3.31

Exhibit 3.31

CERTIFICATE OF FORMATION

OF

SCOTT TOBACCO LLC

     This Certificate of Formation of Scott Tobacco LLC (the “Company”) is being executed by the undersigned for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act.

1. The name of the Company is:

Scott Tobacco LLC

2. The address of the registered agent of the Company in Delaware is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The name of its Registered Agent at that address is The Corporation Trust Company.

     IN WITNESS WHEREOF, the undersigned, an authorized person of the Company, has caused this Certificate of Formation to be duly executed as of the 15th day of December, 1999.

/s/ Katherin R. Perkins  

Katherine R. Perkins, authorized to sign this Certificate of Formation on behalf of the Company 

EX-3.32

Exhibit 3.32

LIMITED LIABILITY COMPANY AGREEMENT

OF

SCOTT TOBACCO LLC

December 15, 1999

LIMITED LIABILITY COMPANY AGREEMENT
OF
SCOTT TOBACCO LLC

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.		1
1.1	Definitions		1
1.2	Other Defined Terms		3
1.3	References		3
ARTICLE II	ORGANIZATION		3
2.1	Organization of Company		3
2.2	Name		3
2.3	Purpose; Character of the Business		3
2.4	Principal Office		3
2.5	Registered Accent and Registered Office		4
2.6	Certificates		4
ARTICLE III	CAPITAL CONTRIBUTIONS; ETC.		6
3.1	Capital Contributions		6
3.2	Withdrawal; Return of Capital; Interest		6
3.3	Waiver of Appraisal Rights		6
3.4	Obligation to Make Additional Capital Contributions		6
ARTICLE IV	DISTRIBUTIONS AND ALLOCATIONS		6
4.1	Distributions		6
4.2	Allocations		6
ARTICLE V	ACCOUNTING AND ADMINISTRATIVE MATTERS		6
5.1	Books and Records		6
5.2	Reports		7
5.3	Tax Matters Partner		7
5.4	Tax Elections		7
5.5	Reimbursement		7
ARTICLE VI	MANAGEMENT OF COMPANY		7
6.1	The Committee of Managers		7
6.2	Actions Requiring Member Approval		10
6.3	Member Meetings		11
6.4	Notice		11
6.5	Quorum and Voting		11
6.6	Telephonic Meetings		12
6.7	Decision of Members by Written Consent		12

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LIMITED LIABILITY COMPANY AGREEMENT
OF
SCOTT TOBACCO LLC

TABLE OF CONTENTS

		Page
ARTICLE VII	OFFICERS		12
7.1	Election and Term of Office		12
7.2	Duties of the Chairman		13
7.3	Duties of the President		13
7.4	Duties of the Vice President		13
7.5	Duties of the Secretary		13
7.6	Duties of the Treasurer		13
7.7	Duties of the Assistant Secretary		14
7.8	Duties of the Assistant Treasurer		14
7.9	Compensation		14
7.10	Resignations		15
7.11	Removal		15
7.12	Vacancies		15
ARTICLE VIII	LIMITATION ON LIABILITY AND INDEMNIFICATION		15
8.1	Exculpation of Liability		15
8.2	Indemnification		15
8.3	Determination of Indemnification		16
8.4	Payment of Expenses in Advance		16
8.5	Provisions Not Exclusive		17
8.6	Insurance		17
ARTICLE IX	TRANSFER OF MEMBERSHIP INTERESTS; ISSUANCE OF ADDITIONAL MEMBERSHIP INTERESTS		17
9.1	Transfer of Membership Interests		17
9.2	Additional Membership Interests		17
ARTICLE X	DISSOLUTION AND TERMINATION		18
10.1	Dissolution		18
10.2	Accounting		18
10.3	Liquidating Trustee		18
10.4	Liquidating Distributions		19
10.5	Distributions in Kind		19
ARTICLE XI	MISCELLANEOUS		20
11.1	Amendment		20
11.2	Further Assurances		20
11.3	Notices		20
11.4	Governing Law		20

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LIMITED LIABILITY COMPANY AGREEMENT
OF
SCOTT TOBACCO LLC

TABLE OF CONTENTS

		Page
11.5	Captions		20
11.6	Pronouns		21
11.7	Successors and Assigns		21
11.8	Severability		21
11.9	Entire Agreement		21

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LIMITED LIABILITY COMPANY AGREEMENT
OF
SCOTT TOBACCO LLC

     LIMITED LIABILITY COMPANY AGREEMENT dated as of December 15, 1999, among HT-Forum, Inc., a Delaware corporation (“HT-Forum”), as the initial Member, and any other Persons who may be admitted to the Company and become signatories hereto (the “Members”).

W I T N E S S E T H:

     WHEREAS, HT-Forum desires to form a limited liability company under the Act to be known as Scott Tobacco LLC (the “Company”) and to be owned and operated pursuant to the terms set forth herein.

     NOW, THEREFORE, the Members agree as follows:

ARTICLE I
DEFINED TERMS; EXHIBITS, SCHEDULES, ETC.

     1.1 Definitions. As used in this Agreement, the following terms shall have the respective meanings indicated below:

     “Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

     “Agreement” means this Limited Liability Company Agreement, as originally executed and as amended, modified, supplemented or restated from time to time, as the context requires.

     “Capital Contribution” means, with respect to each Member, the amount of money or property contributed to the Company by such Member from time to time.

     “Committee of Managers” means the Company’s Committee of Managers described in Section 6.1 hereof.

     “Code” means the Internal Revenue Code of 1986, as amended, or any replacement or successor law thereto.

     “Entity” means any corporation, general partnership, limited partnership, limited liability company, joint venture, trust, business trust, cooperative, association or other legal entity.

     “Financial Statements” means, for any Fiscal Year, the financial statements (consisting of a balance sheet, statement of operations, statement of Members’ equity and statement of cash flows) of the Company. The Financial Statements shall be prepared in accordance with generally accepted accounting principles and shall be consistent with the books and records of the Company.

     “Fiscal Year” means the twelve month period ending on December 31 of each year or such other fiscal year as the Committee may select in its discretion from time to time in accordance with the Code and the Regulations.

     “Formation Certificate” means the Certificate of Formation of the Company as filed with the Secretary of State of Delaware, as the same may be amended or restated from time to time.

     “Liquidating Trustee” means such Person as is selected at the time of dissolution by the Committee of Managers with the approval of the Members. The Liquidating Trustee shall be empowered to give and receive notices, reports and payments in connection with the dissolution, liquidation and/or winding-up of the Company and shall hold and exercise such other rights and powers as are necessary or required to permit all parties to deal with the Liquidating Trustee in connection with the dissolution, liquidation, and/or winding-up of the Company.

     “Manager(s)” means the Persons selected to serve on the Committee of Managers, who shall be the Managers of the Company as defined in Section 18-101(10) of the Act.

     “Members” initially means HT-Forum and thereafter shall include Persons who are admitted to the Company as provided herein and who become signatories hereto. Exhibit A shall be amended to reflect the admission of any new Members.

     “Membership Interest” means a Member’s entire interest in the Company, which shall entitle the Member to (i) an interest in the profits, losses, distributions, and net proceeds of liquidation of the Company, as set forth herein; (ii) any right to vote as set forth herein or as required under the Act; and (iii) any right to participate in the management of the Company as set forth herein or as required under the Act. A Membership Interest is personal property and a Member shall have no interest in the specific assets or property of the Company.

     “Membership Percentage” means, with respect to each Member, such Member’s percentage ownership interest in the Company as

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set forth on Exhibit A attached hereto, as the same may be amended from time to time.

     “Officer” has the meaning set forth in Article VII hereof.

     “Person” means any natural person or Entity.

     “Regulation” or “Regulations" means the proposed, temporary and final regulations promulgated by the Treasury Department pursuant to the Code, as amended from time to time.

     “Transfer” means assign, sell, pledge, encumber, give or otherwise transfer, dispose of or alienate, or grant an option or contractual agreement to do any of the foregoing, but shall not include any transfer to a legal representative or successor trustee.

     1.2 Other Defined Terms. Capitalized terms not defined in Section 1.1 shall have the meanings set forth in the other sections of this Agreement.

     1.3 References. References to an “Exhibit” or to a “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement, and references to an “Article” or a “Section” are, unless otherwise specified, to one of the articles or sections of this Agreement. Each Exhibit and Schedule attached hereto and referred to herein is hereby incorporated herein by such reference.

ARTICLE II
ORGANIZATION

     2.1 Organization of Company. The Company was formed upon the filing of the Formation Certificate. Except as provided herein or in the Formation Certificate, the rights and obligations of the Members are as provided under the Act.

     2.2 Name. The name of the Company is “Scott Tobacco LLC” or such other name as may be selected by the Committee of Managers.

     2.3 Purpose; Character of the Business. The purpose and business of the Company is to engage in any lawful business or activity permitted by the Act.

     2.4 Principal Office. The location of the Company’s principal office is 939 Adams, Bowling Green, Kentucky 42101, or

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such other place as may be selected by the Committee of Managers.

     2.5 Registered Agent and Registered Office. The statutory agent for service of process and the registered office of the Company in the State of Delaware shall be The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, or such other statutory agent and registered office as the Committee of Managers may determine from time to time.

     2.6 Certificates.

          (a) Description. Each Member’s Membership Interest may, in the discretion of the Committee of Managers, be represented by a certificate or certificates in form agreed upon by the Committee of Managers (a “Certificate”) signed by, or in the name of the Company by, the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company, certifying the Membership Percentage owned by the Member in the Company.

          (b) Facsimile of Signature. The signature of any Officer on a Certificate may be by facsimile. In case any Officer or Officers who have signed, or whose facsimile signature or signatures have been used on any such Certificate or Certificates, shall cease to be such Officer or Officers of the Company, whether because of death, resignation or otherwise, before such Certificate or Certificates are issued, such Certificate or Certificates may be issued and delivered as though the Person or Persons who signed such Certificate or Certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such Officer or Officers of the Company.

          (c) Lost or Stolen or Destroyed Certificates. The Committee of Managers may direct a new Certificate to be issued in place of any Certificate theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of the fact by the Person or his or her legal representative claiming the Certificate to be lost, stolen or destroyed. When authorizing such issue of a new Certificate, the Committee of Managers may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate, or his or her legal representative, to advertise the same in such manner as it

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shall require and/or to give the Company a bond in such sum as it may direct as indemnity against any claim that may be made against the Company with respect to the Certificate alleged to have been lost, stolen or destroyed.

          (d) Transfer of Membership Interests. The Membership Interests of the Company shall be assignable and transferable on the books of the Company only by the Person in whose name it appears on said books, or his or her legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary. In all cases of transfer, the former Certificate must be surrendered up and cancelled before a new Certificate is issued; however, in the event of loss, mutilation or destruction of a Certificate, a duplicate Certificate may be issued as provided in Section 2.6(c) above. Subject to compliance with Article IX of this Agreement, upon surrender to the Company or the transfer agent of the Company of a Certificate duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Company to issue a new Certificate to the Person entitled thereto, cancel the old Certificate and record the transaction upon its books.

          (e) Fixing Record Date. In order that the Company may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof, or to express consent to action in writing without a meeting, or entitled to receive payment of any distribution or allotment of any rights, the Committee of Managers may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that the Committee of Managers may fix a new record date for the adjourned meeting.

          (f) Registered Members. The Company shall be entitled to recognize the exclusive right of a Person registered on its books as the owner of Membership Interests to receive distributions, and to vote or take other action as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such Membership Interests on the part of any other Person, whether or not it shall have express or other notice thereof, except as otherwise provided by the Act.

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ARTICLE III
CAPITAL CONTRIBUTIONS; ETC.

     3.1 Capital Contributions. Each Member has contributed or will contribute to the capital of the Company the cash and/or property described opposite its name on Exhibit A hereto.

     3.2 Withdrawal; Return of Capital; Interest. Except as specifically provided herein, no Member shall be entitled to any distributions from the Company or to withdraw any part of such Member’s Capital Contribution prior to the Company’s dissolution and liquidation or, when such withdrawal of capital is permitted, to demand distribution of property other than money. No Member shall be entitled to interest on its Capital Contribution.

     3.3 Waiver of Appraisal Rights. Each of the Members hereby agrees that no Member shall have any appraisal rights pursuant to Section 18-210 of the Act or otherwise.

     3.4 Obligation to Make Additional Capital Contributions. No Member shall be obligated to make any additional Capital Contributions to the Company.

ARTICLE IV
DISTRIBUTIONS AND ALLOCATIONS

     4.1 Distributions. Subject to Section 18-607 of the Act, the timing and amount of distributions shall be determined by the Committee of Managers. Any distributions shall be made pro rata among the Members in accordance with their Membership Percentages.

     4.2 Allocations. The profits and losses of the Company shall be allocated pro rata among the Members in accordance with their Membership Percentages.

ARTICLE V
ACCOUNTING AND ADMINISTRATIVE MATTERS

     5.1 Books and Records. The Company shall maintain true, complete and correct books of account of the Company, all in accordance with generally accepted accounting principles applied on a consistent basis. The books of account shall contain particulars of all monies, goods or effects belonging to or

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owing to or by the Company, or paid, received, sold or purchased by the Company, and all of such other transactions, matters and things relating to the business of the Company as are usually entered in books of accounts kept by Persons engaged in a business of a like kind and character. In addition, the Company shall keep all records required to be kept pursuant to the Act. Subject to Section 18-305(c) of the Act, a Member shall, upon prior written notice and during normal business hours, have access to the information described in Sections 18-305(a) (1) through (6) of the Act, for the purpose of inspecting or, at the expense of such Member, copying the same.

     5.2 Reports. The Company shall prepare, or cause to be prepared, and shall furnish to each Person who was a Member during a Fiscal Year, within 120 days after the close of such Fiscal Year, (i) Financial Statements for such Fiscal Year and (ii) a Schedule K1 or such other form as shall be necessary to advise all Members relative to their investment in the Company for federal, state, local, provincial, territorial and foreign income tax reporting purposes.

     5.3 Tax Matters Partner. HT-Forum is hereby designated as the “Tax Matters Partner,” as such term is defined in Section 6231(a) (7) of the Code.

     5.4 Tax Elections. All elections required or permitted to be made by the Company under any applicable tax laws shall be made by the Committee of Managers.

     5.5 Reimbursement. The Company shall reimburse the Managers and Officers for reasonable out-of-pocket costs incurred in connection with, or allocable to, the performance of their duties under this Agreement.

ARTICLE VI
MANAGEMENT OF COMPANY

     6.1 The Committee of Managers.

          (a) Managers. Except as specifically provided herein, the management and control of the Company shall be vested exclusively in the Managers, who shall exercise their authority as a Committee of Managers. The Committee of Managers may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or by this Agreement directed or required to be exercised or done by the Members. Without limiting the foregoing, the Committee of

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Managers shall be responsible for the establishment of policy and operating procedures respecting the business affairs of the Company and the appointment of Officers and delegation of duties thereto as herein contemplated. The Committee of Managers shall consist of one or more Managers selected from time to time by the Members owning a majority of the Membership Percentages. The Managers shall initially be elected by written consent of the Members and thereafter shall be elected at the annual meeting or by written consent of the Members, and each Manager elected shall hold office until his or her successor is elected and qualified, or until his or her resignation or removal. Managers need not be Members but must be at least 18 years of age.

          (b) Meetings. The Committee of Managers may hold meetings, both regular and special, either within or without the State of Delaware. The first meeting of each newly elected Committee of Managers shall be held at such time and place as shall be fixed by the vote of the Members at the annual meeting and no notice of such meeting shall be necessary to the newly elected Managers in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the Members to fix the time or place of such first meeting of the newly elected Committee of Managers, or in the event such meeting is not held at the time and place so fixed by the Members, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Committee of Managers, or as shall be specified in a written waiver signed by all of the Managers. Regular meetings of the Committee of Managers may be held without notice at such time and at such places as shall from time to time be determined by the Committee of Managers. Special meetings of the Committee of Managers may be called by the President upon at least two (2) days notice to each Manager; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of two (2) Managers unless the Committee of Managers consists of only one (1) Manager; in which case special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of the sole Manager. The Committee of Managers shall cause written minutes to be prepared of all action taken by the Committee of Managers and shall deliver a copy thereof to each Manager within thirty (30) days thereafter.

          (c) Quorum and Voting. At all meetings of the Committee of Managers, a majority of the Managers shall constitute a quorum for the transaction of business and the act

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of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Committee of Managers, except as may be otherwise specifically provided by the Act. If a quorum shall not be present at any meeting of the Committee of Managers, the Managers present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

          (d) Telephonic Meetings. Managers may participate in a meeting of the Committee of Managers by means of conference telephone or similar communications equipment by means of which all Members participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

          (e) Decision of Managers by Written Consent. Any action required or permitted to be taken at any meeting of the Committee of Managers may be taken without a meeting, if all members of the Committee of Managers consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Committee of Managers.

          (f) Notice. Notice of Committee of Managers meetings shall be in writing and may be given personally (including delivery by messenger or courier service), by mail, by telegram or by facsimile, and shall be deemed given when received, except that notice sent by mail shall be deemed to be given two (2) days after deposited in the United States mail. Whenever any notice is required to be given under the provisions of this Agreement, a waiver thereof in writing, signed by the Person or Persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

          (g) Delegation of Powers. The Committee of Managers may by resolution delegate its powers, but not its responsibilities, to the Officers, or to any other Person.

          (h) Compensation. The Committee of Managers shall have the authority to fix the compensation of Managers. The Managers shall be paid their expenses, if any, of attendance at each meeting of the Committee of Managers and may be paid a fixed sum for attendance at each meeting of the Committee of Managers or a stated fee as Manager. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor.

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          (i) Resignation. Any Manager may resign at any time by giving written notice to the Committee of Managers.

          (j) Removal. Any Manager or the entire Committee of Managers may be removed, with or without cause, by the affirmative vote of the Members owning a majority of the Membership Percentages.

          (k) Vacancies and New Positions. Vacancies and newly created Manager positions resulting from any increase in the authorized number of Managers may be filled by a majority of the Managers then in office or by a sole remaining Manager, and the Managers so chosen shall hold office until the next annual election and until their successors are duly elected and shall have qualified, or until his or her earlier death, resignation or removal. Any such vacancy or newly created Manager position may also be filled at any time by a vote of the Members.

     6.2 Actions Requiring Member Approval. The following actions shall require the affirmative approval of Members owning at least a majority of the Membership Percentages:

          (i) the sale, exchange, lease or other disposition of all or substantially all of the property of the Company;

          (ii) the taking of any action for the (A) commencement of a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, (B) consent to the entry of any order for relief in an involuntary case under any such law, (C) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any substantial part of the property thereof, (D) making by the Company of a general assignment for the benefit of creditors, or (E) making of any other arrangement or composition with creditors generally to modify the terms of payment of, or otherwise restructure, their obligations;

          (iii) the admission of new or substituted Members pursuant to Article IX;

          (iv) the merger of the Company with any other Entity;

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          (v) except as otherwise provided in Section 10.1 hereof, the dissolution or liquidation of the Company; and

          (vi) the selection of the Liquidating Trustee.

     6.3 Member Meetings. All meetings of the Members shall be held at such time and place, within or without the State of Delaware, as shall be designated by the Committee of Managers and stated in the notice of the meeting. Annual meetings of Members shall be held on the third Tuesday of April if not a legal holiday, and if a legal holiday, then on the next secular day following, at 10:00 a.m., or at such other date and time as shall be designated from time to time by the Committee of Managers and stated in the notice of the meeting, at which the Members shall elect the Managers by a plurality vote, and transact such other business as may properly be brought before the meeting. Special meetings of the Members, for any purpose or purposes, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Committee of Managers, or at the request in writing of Members owning a majority of the Membership Percentages. Such request shall state the purpose or purposes of the proposed meeting.

     6.4 Notice. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each Member not less than ten (10) nor more than sixty (60) days before the date of the meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each Member not less than ten (10) nor more than sixty (60) days before the date of the meeting. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice. A Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where the Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

     6.5 Quorum and Voting. The holders of a majority of the Membership Percentages, present in Person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business. If, however, such quorum shall not be present or represented at any meeting of the Members, the Members present in Person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice

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other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member. Except as provided in Section 6.2 hereof, when a quorum is present at any meeting, the vote of the holders of a majority of the Membership Percentages present in Person or represented by proxy shall decide any question brought before such meeting. Any Member may authorize, by an instrument in writing, another Person or Persons to act as proxy for such Member in any or all matters, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

     6.6 Telephonic Meetings. Any meeting of the Members may be held, or any Member may participate in any meeting of the Members, by use of a conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other and communicate with each other.

     6.7 Decision of Members by Written Consent. Any action required to be taken at any annual or special meeting of the Members, or any action which may be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by Members owning not less than the minimum number of Membership Percentages that would be necessary to authorize or take such action at a meeting at which all Members were present and voted. The written consent must be filed with the minutes of the proceedings of the Members.

ARTICLE VII
OFFICERS

     7.1 Election and Term of Office. The officers of the Company (the “Officers”) shall be elected by the Committee of Managers and shall be a President, a Vice President, a Secretary and a Treasurer. The Committee of Managers may also elect a Chairman, additional Vice Presidents, one or more Assistant Secretaries and Assistant Treasurers, and such other Officers as it shall deem necessary or desirable. The Officers of the Company shall hold office until their successors are elected and

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qualify, or until they resign or are removed. Each Officer shall perform such duties as may be prescribed by the Committee of Managers or specified in this Agreement.

     7.2 Duties of the Chairman. The Chairman shall preside at all meetings of the Members and the Committee of Managers and shall be responsible for formulating general policies for the Company for submission to the Committee of Managers.

     7.3 Duties of the President. The President shall be the chief executive officer of the Company, shall, in the absence of the Chairman, preside at all meetings of the Members and the Committee of Managers, shall have general and active management of the business of the Company and shall see that all orders and resolutions of the Committee of Managers are carried into effect. The President shall execute bonds, mortgages and other contracts, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Committee of Managers to some other Officer or agent of the Company.

     7.4 Duties of the Vice President. In the absence of the President or in the event of his or her inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated by the Committee of Managers, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be prescribed by the Committee of Managers or the President, under whose supervision he or she shall serve.

     7.5 Duties of the Secretary. The Secretary shall attend all meetings of the Committee of Managers and all meetings of the Members and record all the proceedings of the meetings of the Members and of the Committee of Managers in a book to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and special meetings of the Committee of Managers and shall perform such other duties as may be prescribed by the Committee of Managers from time to time.

     7.6 Duties of the Treasurer. The Treasurer shall have custody of the funds and securities of the Company and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Company and shall

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deposit or cause to be deposited all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Committee of Managers. The Treasurer shall disburse or cause to be disbursed the funds of the Company as may be ordered by the Committee of Managers, taking proper vouchers for such disbursements, and shall render to the President and the Committee of Managers, at its regular meetings, or when the Committee of Managers so requires, an account of all of his or her transactions as Treasurer and of the financial condition of the Company. The Treasurer shall perform, in general, all the duties incident to the office of Treasurer and such other duties as may be prescribed by the Committee of Managers from time to time. If required by the Committee of Managers, the Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be satisfactory to the Committee of Managers for the faithful performance of the duties of the Office of Treasurer and for the restoration to the Committee of Managers, in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Company.

     7.7 Duties of the Assistant Secretary. The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Committee of Managers (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties as the Committee of Managers may from time to time prescribe.

     7.8 Duties of the Assistant Treasurer. The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Committee of Managers (or if there shall be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties as the Committee of Managers may from time to time prescribe.

     7.9 Compensation. The salaries of all Officers of the Company shall be fixed by the Committee of Managers.

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     7.10 Resignations. Any Officer may resign at any time by giving written notice to the Committee of Managers.

     7.11 Removal. Any Officer may be removed, with or without cause, at any time by the affirmative vote of a majority of the Managers.

     7.12 Vacancies. Any vacancy occurring in any office of the Company may be filled by the Committee of Managers.

ARTICLE VIII
LIMITATION ON LIABILITY AND INDEMNIFICATION

     8.1 Exculpation of Liability. No Manager shall have any liability to the Company or any Member for monetary damages for breach of fiduciary duty as a Manager other than (a) for any breach of such Manager’s duty of loyalty to the Company or its Members; (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; or (c) for any transactions from which such Manager derived an improper personal benefit.

     8.2 Indemnification.

          (a) Subject to Section 8.3, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he or she is or was a Member, Manager or Officer of the Company, or is or was serving at the request of the Company as a manager, director, officer or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company, and,

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with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

          (b) Subject to Section 8.3, the Company shall indemnify any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he or she is or was a Member, Manager or Officer of the Company, or is or was serving at the request of the Company as a manager, director, officer or agent of another corporation, limited liability company, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such Person shall have been adjudged to be liable to the Company unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

     8.3 Determination of Indemnification. Any indemnification under Section 8.2(a) or (b) (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the Member, Manager or Officer is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 8.2(a) or (b), respectively. Such determination shall be made (i) by a majority vote of the Managers who are not parties to such action, suit or proceeding, even though less than a quorum, or (ii) if there are no such Managers, or if such Managers so direct, by independent legal counsel in a written opinion, or (iii) by the Members.

     8.4 Payment of Expenses in Advance. Expenses (including attorneys’ fees) incurred by a Member, Manager or Officer in defending any civil, criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of

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such Member, Manager or Officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Company as authorized in this section.

     8.5 Provisions Not Exclusive. The exculpation of liability, indemnification and advancement of expenses provided by this Article shall not be deemed exclusive of any other rights to which those seeking exculpation of liability, indemnification or advancement of expenses may be entitled under any statute, agreement, vote of Members or otherwise.

     8.6 Insurance. The Company may purchase insurance to insure against the liabilities contemplated by this Article VIII.

ARTICLE IX
TRANSFER OF MEMBERSHIP INTERESTS;
ISSUANCE OF ADDITIONAL MEMBERSHIP INTERESTS

     9.1 Transfer of Membership Interests. No Member may Transfer its Membership Interest without the approval of Members owning a majority of the Membership Percentages. Any Person, not then a Member, to whom a Membership Interest shall be Transferred in accordance with the provisions of this Article IX shall agree in writing to be subject to the terms hereof and shall become a substituted Member hereunder. All reasonable costs and expenses incurred by the Company in connection with any Transfer, and, if applicable, the admission of a Person as a substituted Member, shall be paid by the transferor. If any Membership Interest is Transferred other than in accordance with the provisions hereof and the transferee is not admitted as a substituted Member, such transferee shall be deemed a mere assignee of profits only without any right, power or authority of a Member hereunder and shall bear losses in the same manner as its predecessor in interest; the transferor of such interest shall thereafter be considered to have no further rights or interest in the Company with respect to the interest Transferred, but shall nonetheless be subject to its obligations under this Agreement with respect to such interest. Upon admission of a transferee as a substituted Member, the transferor shall withdraw from the Company, and be relieved of any corresponding obligations, to the extent of its Transferred Membership Interest.

     9.2 Additional Membership Interests. Any Person may be admitted as a Member of the Company upon the approval of Members owning a majority of the Membership Percentages and upon

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agreeing in writing to be subject to the terms hereof. The terms upon which additional Membership Interests shall be issued shall be determined by the Committee of Managers, subject to the approval of Members owning a majority of the Membership Percentages.

ARTICLE X
DISSOLUTION AND TERMINATION

     10.1 Dissolution. The Company shall continue in perpetuity until dissolved upon the first to occur of the following:

          (a) the vote of the Members owning at least a majority of the Membership Percentages to dissolve the Company;

          (b) the entry of a decree of judicial dissolution of the Company under Section 18-802 of the Act; or

          (c) the Company having no Members, unless the Company is continued in accordance with Section 18-801(4) of the Act.

     10.2 Accounting. Upon the dissolution of the Company, a proper accounting shall be made of the assets and liabilities of the Company. The Liquidating Trustee shall cause Financial Statements presenting such accounting to be prepared and certified.

     10.3 Liquidating Trustee.

          (a) Upon the dissolution of the Company, the affairs of the Company shall be wound up and terminated and the Members shall continue to share in distributions and other items of the Company during the winding-up period in accordance with the provisions of Article IV hereof. The winding-up of the affairs of the Company and the distribution of its assets shall be conducted exclusively by the Liquidating Trustee, who is hereby authorized to do all acts authorized by law for these purposes. The Liquidating Trustee, in carrying out such winding up and distribution, shall have full power and authority to sell, assign, transfer and encumber all or any of the Company assets.

          (b) Upon the completion of the winding up of the Company and the distribution of all Company assets, the Company shall terminate and the Liquidating Trustee shall have the authority to execute and record any and all other documents required to effectuate the termination of the Company.

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          (c) The Liquidating Trustee shall be indemnified and held harmless by the Company from and against any and all claims, liabilities, costs, damages and causes of action of any nature whatsoever arising out of or incidental to the Liquidating Trustee’s taking of or failure to take any action authorized under, or within the scope of, this Agreement; provided, however, that the Liquidating Trustee shall not be entitled to indemnification for its gross negligence, fraud, willful misconduct, self-dealing or criminal activity.

     10.4 Liquidating Distributions. In the event of the dissolution of the Company for any reason, the assets of the Company shall be liquidated for distribution in the following rank and order:

          (a) first, to the payment and discharge of all the debts and liabilities of the Company in the order of priority as provided by Section 18-804 of the Act;

          (b) second, to the establishment of any necessary reserves to provide for contingent liabilities, if any; and

          (c) third, to the Members in proportion to their respective capital accounts, treating any distribution of property as a sale thereof at fair market value.

Such distributions shall be made on or before a date (the “Final Liquidation Date”) no later than the later to occur of (i) the last day of the taxable year of the Company in which the liquidation of the Company occurs and (ii) 90 days after such liquidation. If the Liquidating Trustee, in its discretion, determines that the distributions will not be timely made, it may distribute all of the assets and liabilities of the Company in trust with the Liquidating Trustee, or such other Person as may be selected by the Liquidating Trustee acting as trustee; the purpose of the trust is to allow the Company to comply with the timing requirements under Regulation Section 1.704-1(b). The trustees of said trust shall distribute the former Company assets (however constituted, enhanced or otherwise) as promptly as such trustee deems proper and in the same manner as directed in this Section (without regard to this sentence or the preceding two sentences) and otherwise as required hereunder. The trust shall be terminated as soon as possible after the trust property is distributed to the beneficiaries thereof.

     10.5 Distributions in Kind. Company property distributed in kind shall be transferred and conveyed to the distributees as

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tenants in common subject to any liabilities attached thereto so as to vest in them undivided interests in the whole of such property in proportion to their respective rights to share in the proceeds of the sale of such property in accordance with this Article.

ARTICLE XI
MISCELLANEOUS

     11.1 Amendment. This Agreement may be modified or amended at any time by the written approval of all of the Members.

     11.2 Further Assurances. Each Member agrees to execute, acknowledge, deliver, file, record and publish such further certificates, amendments to certificates, instruments and documents, and do such other acts and things, as may be required by law or as may be required to carry out the intent and purposes of this Agreement.

     11.3 Notices. Except as otherwise provided herein, all notices, demands, consents, approvals, requests, offers or other communications which any of the parties to this Agreement may desire or shall be required to give hereunder shall be in writing and shall be given by (a) registered or certified mail, return receipt requested, (b) personal delivery including delivery via messenger or courier service, or (c) electronic communication {telex or facsimile transmission). All notices shall be addressed to the recipient at the address contained on the books of the Company. Any Member may designate another address (or change its address) for notices hereunder by delivery of a written notice to the Managers with a copy to the Secretary in accordance with the provisions of this Section 11.3. Any notice sent in compliance with the above provisions shall be deemed given on the date received, except that notices sent by registered or certified mail, return receipt requested, shall be deemed given on the third business day next succeeding the day on which it was sent, or, if sooner, on the actual date received.

     11.4 Governing Law. This Agreement is made pursuant to and shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

     11.5 Captions. All articles and section headings or captions contained in this Agreement are inserted only as a matter of convenience and for reference and in no way define,

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limit, extend or describe the scope of this Agreement or the intent of any provision hereof.

     11.6 Pronouns. As used herein, all pronouns shall include the masculine, feminine, neuter, singular and plural thereof wherever the context and facts require such construction.

     11.7 Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective executors, administrators, legal representatives, heirs, successors and assigns, and shall inure to the benefit of the parties hereto, and, except as otherwise herein expressly provided, their respective executors, administrators, legal representatives, successors and assigns.

     11.8 Severability. If any provision of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement or the application of such provision to any other party or circumstances shall not be affected thereby, and each provision shall be valid and shall be enforced to the fullest extent permitted by law.

     11.9 Entire Agreement. This Agreement, including the schedules and exhibits hereto, contains the entire understanding and agreement of the parties hereto relating to the subject matter hereof and supersedes all prior agreements relative hereto which are not contained herein.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

THE MEMBERS: HT-FORUM, INC., a Delaware corporation
By:	/s/ Scott T. Stevens
	Name:	Scott T. Stevens
	Title:	Vice President

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EXHIBIT A TO
LIMITED LIABILITY COMPANY AGREEMENT
OF SCOTT TOBACCO LLC

		MEMBERSHIP
MEMBER	CAPITAL CONTRIBUTION	PERCENTAGE
HT-Forum, Inc.	$200,000 and the real property, equipment and other fixed assets constituting a twist tobacco manufacturing facility located at 939 Adams, Bowling Green, Kentucky, and certain permits, licenses and contracts relating thereto		100.00	%

EX-4.29

EXHIBIT 4.29

[FORM OF REGISTERED 7.250% SENIOR SECURED NOTES DUE 2013, 7.625% SENIOR SECURED NOTES DUE 2016 AND 7.750% SENIOR SECURED NOTES DUE 2018]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENTS ARE MADE TO CEDE & CO. OR TO SUCH ANY OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REYNOLDS AMERICAN INC.

[7.250 % Senior Secured Notes due 2013]
[7.625 % Senior Secured Notes due 2016]
[7.750 % Senior Secured Notes due 2018]

Certificate No. ____________	$____________
	CUSIP No. ____________

     Reynolds American Inc., a North Carolina corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of ____________ ($____________) on June 1, [2013][2016][2018].

Interest Payment Dates:	June 1 and December 1, commencing           .
Record Dates:	May 15 and November 15.

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall have the same effect for all purposes as if set forth at this place.

     Unless the certificate of authentication hereof has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:           , 200_
	REYNOLDS AMERICAN INC., as Issuer
	By:
	By:

     Each of the undersigned hereby acknowledges its obligation as a Guarantor under the Indenture.

SANTA FE NATURAL TOBACCO COMPANY, INC., as Guarantor

By:

LANE, LIMITED, as Guarantor

By:

[2013][2016][2018] Registered Note Signature Page

R.J. REYNOLDS TOBACCO HOLDINGS, INC., as Guarantor

By:

R. J. REYNOLDS GLOBAL PRODUCTS, INC., as Guarantor

By:

RJR PACKAGING, LLC, as Guarantor

By:

R. J. REYNOLDS TOBACCO COMPANY, as Guarantor

By:

RJR ACQUISITION CORP., as Guarantor

By:

[2013][2016][2018] Registered Note Signature Page

R. J. REYNOLDS TOBACCO CO., as Guarantor

By:

FHS, INC., as Guarantor

By:

GMB, INC., as Guarantor

By:

CONWOOD HOLDINGS, INC., as Guarantor

By:

CONWOOD COMPANY, LLC, as Guarantor

By:

[2013][2016][2018] Registered Note Signature Page

CONWOOD SALES CO., LLC, as Guarantor

By:

ROSSWIL LLC, as Guarantor

By:

SCOTT TOBACCO LLC, as Guarantor

By:

[2013][2016][2018] Registered Note Signature Page

(Trustee’s Certificate of Authentication)

     This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

Dated:           , 200_

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
	Name: Title:

[2013][2016][2018] Registered Note Signature Page

[REVERSE OF EXCHANGE NOTE]
[7.250% Senior Secured Notes due 2013]
[7.625% Senior Secured Notes due 2016]
[7.750% Senior Secured Notes due 2018]

     References herein to the “Notes” mean the [7.250% Senior Secured Notes due 2013][7.625% Senior Secured Notes due 2016][7.750% Senior Secured Notes due 2018]. Other capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

     1. Interest. Reynolds American Inc., a North Carolina corporation (the “Company”), promises to pay interest on the principal amount of this Note at [7.250%][7.625%][7.750%] per annum from the date provided below until maturity and shall pay the additional interest, if any, payable pursuant to the Registration Rights Agreement, dated as of May 31, 2006, between the Company and each of the parties named on the signature pages thereof (“Additional Interest”). The Company shall pay interest and Additional Interest, if any, semi-annually on June 1 and December 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). The first Interest Payment Date shall be            , 200_. This Note has been issued in exchange for a like aggregate principal amount of the [7.250% Senior Secured Notes due 2013][7.625% Senior Secured Notes due 2016][7.750% Senior Secured Notes due 2018] issued by the Company which have not been registered under the Securities Act of 1933, as amended (the “Initial Notes”). Interest on the Notes shall accrue from the most recent date on which interest has been paid on the Initial Notes; or, if no interest has been paid on the Initial Notes, from the date of issuance of the Initial Notes; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the May 15 and November 15 immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and Additional Interest, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     3. Paying Agent and Registrar. Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may

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change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

     4. Indenture. The Company issued the Notes under an Indenture dated as of May 31, 2006, as supplemented, among the Company, as issuer, certain direct and indirect subsidiaries of the Company, as guarantors, and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

     5. Optional Redemption. The Company may redeem all or a part of the Notes from time to time in accordance with Article 5 of the Indenture at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus 50 basis points plus with respect to each of the Notes, accrued and unpaid interest, including Additional Interest, if any, on the principal amount being redeemed to the date of redemption.

     “Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediate preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date.

     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

     “Independent Investment Banker” means any of Lehman Brothers Securities Inc., J.P. Morgan Securities Inc. or Citigroup Global Markets Inc. or, if all such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee after consultation with the Company.

2

     “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Reference Treasury Dealer” means (1) Lehman Brothers Securities Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. and their respective successors; provided, however, that if either of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute for such firm another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

     6. No Sinking Fund. The Company shall not be required to make sinking fund payments with respect to the Notes.

     7. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations equal to or larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

     8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

     9. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

     10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a

3

majority in aggregate principal amount of the Securities at the time outstanding of all series affected by such amendment or supplement, voting as a single class, and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding of all series affected by such Default, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company; to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as therein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment or supplement may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any indenture supplemental thereto which may be defective or inconsistent with any other provision contained in the Indenture or in any indenture supplemental thereto; or to make such other provisions in regard to matters or questions arising under the Indenture or under any indenture supplemental thereto as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Notes in any material respect; to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee; to comply with the requirements of the Trust Indenture Act of 1939, as amended; and to add additional Guarantors with respect to the Notes.

     11. Defaults and Remedies. Any of the following events constitutes an “Event of Default” under the Indenture: (a) default in the payment of any installment of interest upon Securities of any series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of all or any part of the principal on Securities of any series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or (c) default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of Securities of any series; or (d) default in the performance, or breach, of any covenant or agreement of the Company or the Guarantors in respect of Securities of any series (other than a covenant or agreement in respect of such Securities a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (e)

4

a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Guarantors in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Company or any Restricted Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property, or make any general assignment for the benefit of creditors; or (g) any Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture), or any Guarantee is declared in a judicial proceeding to be null and void, or any Guarantor denies or disaffirms in writing its obligations under the terms of the Indenture or its Guarantee; or (h) at any time as such security is required by the terms of the Indenture, any Security Document shall cease to be in full force and effect or shall cease to give the Collateral Agent the liens or any of the material rights, powers and privileges purported to be created thereby in favor of the Collateral Agent and such default shall continue unremedied for a period of at least 30 days after written notice to the Company by the Collateral Agent; or (i) any other Event of Default provided in the supplemental indenture or Board Resolution under which Securities of any series are issued or in this Note.

     If an Event of Default described in clauses (a), (b), (c), (d) or (i) above (if the Event of Default under clause (d) or (i) is with respect to less than all series of Securities then outstanding) occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of each such affected series then outstanding under the Indenture (voting as a single class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of all Securities of all such affected series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clause (d) or (i) (if the Event of Default under clauses (d) or (i), as the case may be, is with respect to all series of Securities then outstanding), (e), (f) or (g) occurs and is continuing, then and in each and every such case, unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then outstanding hereunder (treated as one class), by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of all the Securities then outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

     12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

     13. No Recourse Against Others. No director, officer, employee, incorporator or shareholder of the Company or the Trustee, as such, shall have any liability for any obligations

5

of the Company or the Trustee, respectively, under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

     14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     15. Guarantees. This Note will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Subject to the terms of the Indenture, each Guarantor of the Indenture fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under the Indenture, as provided in the Indenture. Reference is made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

     16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

     17. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP or ISIN numbers or both numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers or both numbers in notices to the Holders of the Notes as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice to the Holders of the Notes and reliance may be placed only on the other identification numbers placed thereon.

     18. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.

     The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27101-3818
Facsimile: 336-741-2998
Attention: Treasurer

6

EX-4.30

EXHIBIT 4.30

[FORM OF REGISTERED 6.500% SENIOR SECURED NOTES DUE 2007, 7.875% SENIOR SECURED NOTES DUE 2009, 6.500% SENIOR SECURED NOTES DUE 2010, 7.250% SENIOR SECURED NOTES DUE 2012 AND 7.300% SENIOR SECURED NOTES DUE 2015]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENTS ARE MADE TO CEDE & CO. OR TO SUCH ANY OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

REYNOLDS AMERICAN INC.

[6.500% Senior Secured Notes due 2007]
[7.875% Senior Secured Notes due 2009]
[6.500% Senior Secured Notes due 2010]
[7.250% Senior Secured Notes due 2012]
[7.300% Senior Secured Notes due 2015]

Certificate No. ____________	$____________
	CUSIP No. ____________

     Reynolds American Inc., a North Carolina corporation (the “Company,” which term includes any successor corporation under the Indenture hereinafter referred to), for value received, promises to pay to Cede & Co., or its registered assigns, the principal sum of ____________ ($____________) on [2007 Notes: June 1, 2007][2009 Notes: May 15, 2009][2010 Notes: July 15, 2010][2012 Notes: June 1, 2012][2015 Notes: July 15, 2015].

Interest Payment Dates:	[2007 and 2012 Notes: June 1 and December 1] [2009 Notes: May 15 and November 15] [2010 and 2015 Notes: January 15 and July 15]           , commencing           .
Record Dates:	[2007 and 2012 Notes: May 15 and November 15] [2009 Notes: May 1 and November 1] [2010 and 2015 Notes: January 1 and July 1].

     Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall have the same effect for all purposes as if set forth at this place.

     Unless the certificate of authentication hereof has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

2

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated:           , 200_
	REYNOLDS AMERICAN INC., as Issuer
	By:
	By:

     Each of the undersigned hereby acknowledges its obligation as a Guarantor under the Indenture.

SANTA FE NATURAL TOBACCO COMPANY, INC., as Guarantor

By:

LANE, LIMITED, as Guarantor

By:

[2007][2009][2010][2012][2015] Registered Note Signature Page

R.J. REYNOLDS TOBACCO HOLDINGS, INC., as Guarantor

By:

R. J. REYNOLDS GLOBAL PRODUCTS, INC., as Guarantor

By:

RJR PACKAGING, LLC, as Guarantor

By:

R. J. REYNOLDS TOBACCO COMPANY, as Guarantor

By:

RJR ACQUISITION CORP., as Guarantor

By:

[2007][2009][2010][2012][2015] Registered Note Signature Page

R. J. REYNOLDS TOBACCO CO., as Guarantor

By:

FHS, INC., as Guarantor

By:

GMB, INC., as Guarantor

By:

CONWOOD HOLDINGS, INC., as Guarantor

By:

CONWOOD COMPANY, LLC, as Guarantor

By:

[2007][2009][2010][2012][2015] Registered Note Signature Page

CONWOOD SALES CO., LLC, as Guarantor

By:

ROSSWIL LLC, as Guarantor

By:

SCOTT TOBACCO LLC, as Guarantor

By:

[2007][2009][2010][2012][2015] Registered Note Signature Page

(Trustee’s Certificate of Authentication)

     This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

Dated:           , 200_

THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
By:
	Name: Title:

[2007][2009][2010][2012][2015] Registered Note Signature Page

[REVERSE OF EXCHANGE NOTE]
[6.500% Senior Secured Notes due 2007]
[7.875% Senior Secured Notes due 2009]
[6.500% Senior Secured Notes due 2010]
[7.250% Senior Secured Notes due 2012]
[7.300% Senior Secured Notes due 2015]

     References herein to the “Notes” mean the [6.500% Senior Secured Notes due 2007][7.875% Senior Secured Notes due 2009][6.500% Senior Secured Notes due 2010][7.250% Senior Secured Notes due 2012][7.300% Senior Secured Notes due 2015]. Other capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

     1. Interest. Reynolds American Inc., a North Carolina corporation (the “Company”), promises to pay interest on the principal amount of this Note at [6.500%][7.875%][7.250%][7.300%] per annum from the date provided below until maturity and shall pay the additional interest, if any, payable pursuant to the Registration Rights Agreement, dated as of June 20, 2006, between the Company and each of the parties named on the signature pages thereof (“Additional Interest”). The Company shall pay interest and Additional Interest, if any, semi-annually on [2007 and 2012 Notes: June 1 and December 1][2009 Notes: May 15 and November 15][2010 and 2015 Notes: January 15 and July 15] of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an “Interest Payment Date”). The first Interest Payment Date shall be                     , 200_. This Note has been issued in exchange for a like aggregate principal amount of the [6.500% Senior Secured Notes due 2007][7.875% Senior Secured Notes due 2009][6.500% Senior Secured Notes due 2010][7.250% Senior Secured Notes due 2012][7.300% Senior Secured Notes due 2015] issued by the Company which have not been registered under the Securities Act of 1933, as amended (the “Initial Notes”). The Initial Notes were issued in exchange for a like aggregate principal amount of the [6.500% Notes due 2007][7.875% Notes due 2009][6.500% Secured Notes due 2010][7.250% Notes due 2012][7.300% Secured Notes due 2015] issued by R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “RJR Notes”). Interest on the Notes shall accrue from: the most recent date on which interest has been paid on the Initial Notes; or, if no interest has been paid on the Initial Notes, from the most recent date on which interest has been paid on the RJR Notes; or, if no interest has been paid on the RJR Notes, from the date of issuance of the RJR Notes; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months.

     2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Additional Interest, if any, to the Persons who are registered Holders of Notes at the close of business on the [2007 and 2012 Notes: May 15 and November 15][2009 Notes: May 1 and November 1][2010 and 2015 Notes: January 1 and July 1] immediately preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium and

1

Additional Interest, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Additional Interest may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Additional Interest on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

     3. Paying Agent and Registrar. Initially, The Bank of New York Trust Company, N.A., the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity.

     4. Indenture. The Company issued the Notes under an Indenture dated as of May 31, 2006, as supplemented, among the Company, as issuer, certain direct and indirect subsidiaries of the Company, as guarantors, and The Bank of New York Trust Company, N.A., as trustee (the “Indenture”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

     5. Optional Redemption. The Company may redeem all or a part of the Notes from time to time in accordance with Article 5 of the Indenture at a redemption price equal to the greater of (a) 100% of the principal amount of the Notes and (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the applicable Treasury Rate plus [2007 Notes: 25][2009 Notes: 37.5][2010 and 2015 Notes: 50][2012 Notes: 30] basis points plus with respect to each of the Notes, accrued and unpaid interest, including Additional Interest, if any, on the principal amount being redeemed to the date of redemption.

     “Treasury Rate” means, with respect to any redemption date, (1) the yield, under the heading which represents the average for the immediate preceding week, appearing in the most recently published statistical release designated “H.15(519)” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within three months before or after the Remaining Life, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month) or (2) if such release (or any successor release) is not published during the week preceding the calculation date or does not contain such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, calculated using a price for the Comparable Treasury Price for such

2

redemption date. The Treasury Rate will be calculated on the third business day preceding the redemption date.

     “Comparable Treasury Issue” means the U.S. Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term (“Remaining Life”) of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such notes.

     “Independent Investment Banker” means any of Lehman Brothers Securities Inc., J.P. Morgan Securities Inc. or Citigroup Global Markets Inc. or, if all such firms are unwilling or unable to select the Comparable Treasury Issue, an independent investment banking institution of national standing appointed by the trustee after consultation with the Company.

     “Comparable Treasury Price” means (1) the average of five Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent Investment Banker obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such quotations.

     “Reference Treasury Dealer” means (1) Lehman Brothers Securities Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc. and their respective successors; provided, however, that if either of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a “Primary Treasury Dealer”), the Company will substitute for such firm another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with the Company.

     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker at 5:00 p.m., New York City time, on the third business day preceding such redemption date.

     6. No Sinking Fund. The Company shall not be required to make sinking fund payments with respect to the Notes.

     7. Notice of Redemption. Notice of redemption shall be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations equal to or larger than $2,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption.

     8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in minimum denominations of $2,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate

3

endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date.

     9. Persons Deemed Owners. The registered Holder of a Note may be treated as its owner for all purposes.

     10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Securities at the time outstanding of all series affected by such amendment or supplement, voting as a single class, and any existing Default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the Securities at the time outstanding of all series affected by such Default, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes may be amended or supplemented to convey, transfer, assign, mortgage or pledge to the Trustee as security for the Notes any property or assets; to evidence the succession of another corporation to the Company, or successive successions, and the assumption by the successor corporation of the covenants, agreements and obligations of the Company; to add to the covenants of the Company such further covenants, restrictions, conditions or provisions as its Board of Directors and the Trustee shall consider to be for the protection or benefit of the Holders of the Notes, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions, conditions or provisions an Event of Default permitting the enforcement of all or any of the several remedies provided in the Indenture as therein set forth; provided, that in respect of any such additional covenant, restriction, condition or provision such amendment or supplement may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other Defaults) or may provide for an immediate enforcement upon such an Event of Default or may limit the remedies available to the Trustee upon such an Event of Default or may limit the right of the Holders of a majority in aggregate principal amount of the Notes to waive such an Event of Default; to cure any ambiguity or to correct or supplement any provision contained in the Indenture or in any indenture supplemental thereto which may be defective or inconsistent with any other provision contained in the Indenture or in any indenture supplemental thereto; or to make such other provisions in regard to matters or questions arising under the Indenture or under any indenture supplemental thereto as the Board of Directors may deem necessary or desirable and which shall not adversely affect the interests of the Holders of the Notes in any material respect; to evidence and provide for the acceptance of appointment under the Indenture by a successor trustee with respect to the Notes and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts thereunder by more than one trustee; to comply with the requirements of the Trust Indenture Act of 1934, as amended; and to add additional Guarantors with respect to the Notes.

     11. Defaults and Remedies. Any of the following events constitutes an “Event of Default” under the Indenture: (a) default in the payment of any installment of interest upon

4

Securities of any series as and when the same shall become due and payable, and continuance of such default for a period of 30 days; or (b) default in the payment of all or any part of the principal on Securities of any series as and when the same shall become due and payable either at maturity, upon any redemption, by declaration or otherwise; or (c) default in the payment of any sinking fund installment as and when the same shall become due and payable by the terms of Securities of any series; or (d) default in the performance, or breach, of any covenant or agreement of the Company or the Guarantors in respect of Securities of any series (other than a covenant or agreement in respect of such Securities a default in whose performance or whose breach is elsewhere in this Section specifically dealt with), and continuance of such default or breach for a period of 90 days after there has been given to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the outstanding Securities of all series affected thereby, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or (e) a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Company or the Guarantors in an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property or ordering the winding up or liquidation of its affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or (f) the Company or any Restricted Subsidiary shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or consent to the entry of an order for relief in an involuntary case under any such law, or consent to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or for any substantial part of its property, or make any general assignment for the benefit of creditors; or (g) any Guarantee ceases to be in full force and effect (except as contemplated by the terms of the Indenture), or any Guarantee is declared in a judicial proceeding to be null and void, or any Guarantor denies or disaffirms in writing its obligations under the terms of the Indenture or its Guarantee; or (h) at any time as such security is required by the terms of the Indenture, any Security Document shall cease to be in full force and effect or shall cease to give the Collateral Agent the liens or any of the material rights, powers and privileges purported to be created thereby in favor of the Collateral Agent and such default shall continue unremedied for a period of at least 30 days after written notice to the Company by the Collateral Agent; or (i) any other Event of Default provided in the supplemental indenture or Board Resolution under which Securities of any series are issued or in this Note.

     If an Event of Default described in clauses (a), (b), (c), (d) or (i) above (if the Event of Default under clause (d) or (i) is with respect to less than all series of Securities then outstanding) occurs and is continuing, then, and in each and every such case, except for any series of Securities the principal of which shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of the Securities of each such affected series then outstanding under the Indenture (voting as a single class) by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of all Securities of all such affected series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable. If an Event of Default described in clause (d) or (i) (if the Event of Default under clauses (d) or (i), as the case may be, is with respect to all series of Securities then outstanding), (e), (f) or (g) occurs and is continuing, then and in each and every such case,

5

unless the principal of all the Securities shall have already become due and payable, either the Trustee or the Holders of not less than 25% in aggregate principal amount of all the Securities then outstanding hereunder (treated as one class), by notice in writing to the Company (and to the Trustee if given by Securityholders), may declare the entire principal of all the Securities then outstanding and interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.

     12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee.

     13. No Recourse Against Others. No director, officer, employee, incorporator or shareholder of the Company or the Trustee, as such, shall have any liability for any obligations of the Company or the Trustee, respectively, under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

     14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent.

     15. Guarantees. This Note will be entitled to the benefits of certain Guarantees made for the benefit of the Holders. Subject to the terms of the Indenture, each Guarantor of the Indenture fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally, to each Holder of the Notes and the Trustee the full and punctual payment when due, whether at maturity, by acceleration, by redemption, by repurchase, or otherwise, of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under the Indenture, as provided in the Indenture. Reference is made to the Indenture for a statement of the respective rights, limitations of rights, duties and obligations thereunder of the Guarantors, the Trustee and the Holders.

     16. Abbreviations. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=Uniform Gifts to Minors Act).

     17. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP or ISIN numbers or both numbers to be printed on the Notes and the Trustee may use CUSIP or ISIN numbers or both numbers in notices to the Holders of the Notes as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice to the Holders of the Notes and reliance may be placed only on the other identification numbers placed thereon.

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     18. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York.

     The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to:

Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27101-3818
Facsimile: 336-741-2998
Attention: Treasurer

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EX-5.1

Exhibit 5.1

[Kilpatrick Stockton LLP Letterhead]

October 2, 2006

Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27102

          Re:      Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as special counsel to (i) Reynolds American Inc., a North Carolina corporation (“RAI”), (ii) Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation, Lane, Limited, a New York corporation, R. J. Reynolds Tobacco Company, a North Carolina corporation, RJR Acquisition Corp., a Delaware corporation, R. J. Reynolds Tobacco Co., a Delaware corporation, GMB, Inc., a North Carolina corporation, FHS, Inc., a Delaware corporation, Conwood Holdings, Inc., a Delaware corporation, Conwood Company, LLC, a Delaware limited liability company, Conwood Sales Co., LLC, a Delaware limited liability company, Rosswil LLC, a Delaware limited liability company, and R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Original Guarantors”), and (iii) RJR Packaging, LLC, a Delaware limited liability company, R. J. Reynolds Global Products, Inc., a Delaware corporation, and Scott Tobacco LLC, a Delaware limited liability company (the “Additional Guarantors” and, collectively with the Original Guarantors, the “Guarantors”), in connection with the preparation and filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (the “Registration Statement”) relating to the public offering by RAI of up to (i) $236,449,000 aggregate principal amount of RAI’s 6.500% Senior Secured Notes due 2007, (ii) $185,731,000 aggregate principal amount of RAI’s 7.875% Senior Secured Notes due 2009, (iii) $299,265,000 aggregate principal amount of RAI’s 6.500% Senior Secured Notes due 2010, (iv) $367,927,000 aggregate principal amount of RAI’s 7.250% Senior Secured Notes due 2012, (v) $625,000,000 aggregate principal amount of RAI’s 7.250 % Senior Secured Notes due 2013, (vi) $199,445,000 aggregate principal amount of RAI’s 7.300% Senior Secured Notes due 2015, (vii) $775,000,000 aggregate principal amount of RAI’s 7.625% Senior Secured Notes due 2016 and (viii) $250,000,000 aggregate principal amount of RAI’s 7.750% Senior Secured Notes due 2018 (collectively, the “New Notes”) and the related guarantee thereof on a senior secured basis by each of the Guarantors (the “New Guarantees”). The New Notes will be issued pursuant to an indenture dated as of May 31, 2006, among RAI, as issuer, the Original Guarantors, as guarantors, and The Bank of New York, as trustee, as amended by a first supplemental indenture dated as of September 30, 2006, pursuant to which the Additional Guarantors became parties to such indenture as guarantors (as amended, the “2006 Indenture”). The New Guarantees are guarantees contained in the Indenture. The New Notes and New Guarantees are to be issued in

Reynolds American Inc.
October 2, 2006
Page 2

exchange for a like principal amount of RAI’s currently outstanding 6.500% Senior Secured Notes due 2007, 7.875% Senior Secured Notes due 2009, 6.500% Senior Secured Notes due 2010, 7.250% Senior Secured Notes due 2012, 7.250% Senior Secured Notes due 2013, 7.300% Senior Secured Notes due 2015, 7.625% Senior Secured Notes due 2016 and 7.750% Senior Secured Notes due 2018 (collectively, the “Outstanding Notes”), as contemplated by the Registration Rights Agreement, dated as of May 31, 2006, by and among RAI, the Original Guarantors and Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as representative of the initial purchasers named therein and the Registration Rights Agreement dated as of June 16, 2006, by and among RAI, the Original Guarantors and The Bank of New York.

     In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by RAI and the Guarantors in connection with the authorization and issuance of the New Notes and the New Guarantees, respectively. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Guarantors and others.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto (other than RAI and the Guarantors) had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties (other than RAI and the Guarantors) of such documents and the validity and binding effect thereof on such parties (other than RAI and the Guarantors).

     We are opining herein as to the effect on the subject transaction only of the federal laws of the United States, the General Corporation Law of the State of Delaware (and the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the Delaware General Corporation Law), the Delaware Limited Liability Company Act, the laws of the State of North Carolina and the laws of the State of New York. We express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction.

     In rendering our opinions below, we have assumed that: (i) the Trustee is and has been duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the 2006 Indenture; (ii) the 2006 Indenture has been duly authorized, executed and delivered by, and constitutes the

Reynolds American Inc.
October 2, 2006
Page 3

legal, valid and binding obligation of, the Trustee, enforceable against the Trustee in accordance with its terms; (iii) the Trustee is in compliance, generally and with respect to acting as a trustee under the 2006 Indenture, with all applicable laws and regulations; and (iv) the Trustee had and has the requisite organizational and legal power and authority to perform its obligations under the 2006 Indenture; and (v) the New Notes will be duly authenticated by the Trustee in the manner provided in the 2006 Indenture.

     Subject to the foregoing and other matters set forth herein, it is our opinion that as of the date hereof:

     1. The New Notes have been authorized by all necessary corporate action of RAI and, when executed by RAI and authenticated by the Trustee in accordance with the provisions of the 2006 Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, will be legal, valid and binding obligations of RAI, enforceable against RAI in accordance with their terms.

     2. The New Guarantee of each Guarantor has been authorized by all necessary corporate action of such Guarantor and, when the New Notes are executed by RAI and authenticated by the Trustee in accordance with the provisions of the 2006 Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, the Guarantee of each Guarantor will be the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms.

     For purposes of the opinion expressed in paragraph 2 above, we have relied upon the opinion of counsel for Santa Fe Natural Tobacco Company, Inc., a copy of which has been filed as Exhibit 5.2 to the Registration Statement, with respect to matters governed by the laws of the State of New Mexico.

     Our opinions set forth above are subject to (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer, moratorium or other laws now or hereafter in effect relating to or affecting the rights or remedies of creditors generally and (ii) general principles of equity (whether applied in a proceeding at law or in equity) including, without limitation, standards of materiality, good faith fair dealing and reasonableness in the interpretation and enforcement of contracts and the discretion of the court before which any proceeding may be brought, and the application of such principles to limit the availability of equitable remedies such as specific performance.

     This opinion has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any change in the foregoing subsequent to the effectiveness of the Registration Statement even though the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

Reynolds American Inc.
October 2, 2006
Page 4

     We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours,

/s/ Kilpatrick Stockton LLP

EX-5.2

Exhibit 5.2

Betzer, Roybal & Eisenberg p.c.
attorneys at law

4900 Lang Avenue NE, Suite 202
Albuquerque, New Mexico 87109
Phone: (505) 797-0105
Fax: (505) 797-0170

October 2, 2006

Reynolds American Inc.
401 North Main Street
Winston-Salem, North Carolina 27102

          Re:      Registration Statement on Form S-4

Ladies and Gentlemen:

    We have acted as special counsel to Santa Fe Natural Tobacco Company, Inc., a New Mexico corporation (“SFNTC”), (an “Original Guarantor” and one of the “Guarantors”), in connection with the preparation and filing under the Securities Act of 1933, as amended, of a registration statement on Form S-4 (the “Registration Statement”) relating to the public offering by Reynolds American Inc., a North Carolina corporation (“RAI”), of up to $2,938,817,000 aggregate principal amount, in eight series due 2007 through 2018, of RAI’s Senior Secured Notes (collectively, the “New Notes”) and the related guarantee thereof on a senior secured basis by each of the Guarantors (the “New Guarantees”). The New Notes will be issued pursuant to an indenture dated as of May 31, 2006, among RAI, as issuer, the Original Guarantors, as guarantors, and The Bank of New York, as trustee, as amended by a first supplemental indenture dated as of September 30, 2006, pursuant to which certain additional Guarantors became parties to such indenture as guarantors (as amended, the “2006 Indenture”). The New Guarantees are guarantees contained in the Indenture. The New Notes and New Guarantees are to be issued in exchange for a like principal amount of RAI’s currently outstanding 6.500% Senior Secured Notes due 2007, 7.875% Senior Secured Notes due 2009, 6.500% Senior Secured Notes due 2010, 7.250% Senior Secured Notes due 2012, 7.250% Senior Secured Notes due 2013, 7.300% Senior Secured Notes due 2015, 7.625% Senior Secured Notes due 2016 and 7.750% Senior Secured Notes due 2018 (collectively, the “Outstanding Notes”), as contemplated by the Registration Rights Agreement, dated as of May 31, 2006, by and among RAI, the Original Guarantors and Lehman Brothers Inc., J.P. Morgan Securities Inc. and Citigroup Global Markets

Reynolds American, Inc.
October 2, 2006
Page 2

Inc., as representative of the initial purchasers named therein and the Registration Rights Agreement dated as of June 16, 2006, by and among RAI, the Original Guarantors and The Bank of New York.

     In our capacity as special counsel, we are familiar with the proceedings taken and proposed to be taken by SFNTC in connection with the authorization and issuance of the New Guarantees of SFNTC. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of SFNTC, the Company, the other Guarantors and others.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed, facsimile, electronic or photostatic copies and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto (other than SFNTC) had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties (other than SFNTC) of such documents and the validity and binding effect thereof on such parties (other than SFNTC).

     In rendering our opinions below, we have assumed that: (i) the Trustee is and has been duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified to engage in the activities contemplated by the 2006 Indenture; (ii) the 2006 Indenture has been duly authorized, executed and delivered by, and constitutes the legal, valid and binding obligation of, the Trustee, enforceable against the Trustee in accordance with its terms; (iii) the Trustee is in compliance, generally and with respect to acting as a trustee under the 2006 Indenture, with all applicable laws and regulations; and (iv) the Trustee had and has the requisite organizational and legal power and authority to perform its obligations under the 2006 Indenture; and (v) the New Notes will be duly authenticated by the Trustee in the manner provided in the 2006 Indenture.

     Subject to the foregoing and other matters set forth herein, it is our opinion that as of the date hereof:

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Reynolds American, Inc.
October 2, 2006
Page 3

     1. The New Guarantee of SFNTC has been authorized by all necessary corporate action of SFNTC and has been duly executed and delivered by SFNTC.

     In rendering the foregoing opinions, our examination of matters of law has been limited to the laws of the State of New Mexico.

     This opinion has been prepared for your use in connection with the Registration Statement and may not be relied upon for any other purpose. This opinion speaks as of the date hereof. We assume no obligation to advise you of any change in the foregoing subsequent to the effectiveness of the Registration Statement even though the change may affect the legal analysis or a legal conclusion or other matters in this opinion letter.

     We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Matters” in the prospectus included therein. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours, BETZER, ROYBAL & EISENBERG, P.C.
By:	/s/ S.I. Betzer, Jr.
	S.I. Betzer, Jr.

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EX-10.32

Exhibit 10.32

EQUITY INCENTIVE AWARD PLAN FOR
DIRECTORS OF REYNOLDS AMERICAN INC.
(Amended and Restated Effective September 13, 2006)

     Reynolds American Inc., a North Carolina corporation, hereby adopts this Equity Incentive Award Plan for Directors of Reynolds American Inc. (amended and restated effective September 13, 2006). The Plan is an amendment, restatement and continuation of the Amended and Restated Equity Incentive Award Plan for Directors of R.J. Reynolds Tobacco Holdings, Inc. and Subsidiaries. The purposes of this Plan are as follows:

     (1) To further the growth, development and financial success of the Company by providing additional incentives to its Directors by assisting them to become owners of capital stock of the Company and thus to benefit directly from its growth, development and financial success.

     (2) To enable the Company to obtain and retain the services of the type of Directors considered essential to the long-term success of the Company by providing and offering them an opportunity to become owners of capital stock of the Company.

ARTICLE I
DEFINITIONS

Section 1.1 — General

     Whenever the following terms are used in this Plan they shall have the meaning specified below unless the context clearly indicates to the contrary.

Section 1.2 — Affiliate

     “Affiliate” of any person shall mean another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person.

Section 1.3 — BAT

     “BAT” shall mean, collectively, British American Tobacco, p.l.c., a public limited company incorporated under the laws of England and Wales, and its Affiliates.

Section 1.4 — Board

     “Board” shall mean the Board of Directors of the Company.

Section 1.5 — Code

     “Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.6 — Committee

     “Committee” shall mean the Corporate Governance and Nominating Committee of the Board.

Section 1.7 — Common Stock

     “Common Stock” shall mean the common stock, par value $0.0001 per share, of the Company.

Section 1.8 — Company

     “Company” shall mean Reynolds American Inc., a North Carolina corporation.

Section 1.9 — Director

     “Director” shall mean a member of the Board.

Section 1.10 — Eligible Director

     “Eligible Director” shall mean a Director who has never been an employee or officer of the Company, any Subsidiary, BAT or any of their Affiliates; provided, however, that the Non-Executive Chairman shall be an Eligible Director.

Section 1.11 — Grant

     “Grant” shall mean an award made to a Participant pursuant to the Plan.

Section 1.12 — Non-Executive Chairman

     “Non-Executive Chairman” shall mean the Non-Executive Chairman of the Board.

Section 1.13 — Option

     “Option” shall mean an option granted under the Plan to purchase Common Stock.

Section 1.14 — Option Price

     “Option Price” shall have the meaning given in Section 4.2.

Section 1.15 — Optionee

     “Optionee” shall mean a Director to whom an Option is granted under the Plan.

Section 1.16 — Participant

     “Participant” shall mean a Director to whom a Grant has been made.

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Section 1.17 — Plan

     “Plan” shall mean the Equity Incentive Award Plan for Directors of Reynolds American Inc.

Section 1.18 — Secretary

     “Secretary” shall mean the Secretary of the Company.

Section 1.19 — Stock Award

     “Stock Award” shall mean the annual award, either in the form of deferred stock units or shares of Common Stock, made pursuant to Article VI.

Section 1.20 — Subsidiary

     “Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, or if each group of commonly controlled corporations, other than the last corporation in an unbroken chain then owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

ARTICLE II
SHARES SUBJECT TO PLAN

Section 2.1 — Shares Subject to Plan

     The shares of stock subject to Grant shall be shares of Common Stock. The aggregate number of shares of Common Stock which are available for Grants under the Plan shall not exceed 1,000,000. Shares of Common Stock related to Grants that are forfeited, terminated, canceled, expire unexercised, settled in cash in lieu of stock or in such manner that all or some of the shares of Common Stock covered by a Grant are not issued to a Participant, shall immediately become available for Grants.

ARTICLE III
GRANTING OF OPTIONS

Section 3.1 — Eligibility

     Any Eligible Director shall be eligible to be granted Options as set forth in this Article III.

Section 3.2 — Granting of Options to Directors

     Options may be granted at any time and solely in the discretion of the Committee to each Eligible Director elected to serve on the Board. Such Options shall be subject to the terms and conditions set forth in Article IV.

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ARTICLE IV
TERMS OF OPTIONS FOR DIRECTORS

Section 4.1 — Option Agreement

     A grant of Options to Eligible Directors shall be evidenced by a Stock Option Agreement, which shall be executed by the Optionee and an authorized officer of the Company and which shall incorporate the terms and conditions of this Article IV and such other terms and conditions as the Committee shall determine, consistent with the Plan.

Section 4.2 — Option Price

     The exercise price of each share of Common Stock subject to an Option granted pursuant to Section 3.2 shall be the final closing price of a share of Common Stock (as reported on the New York Stock Exchange consolidated tape) on the date of grant.

Section 4.3 — Commencement of Exercisability

     Options granted pursuant to Section 3.2 shall not be exercisable prior to six (6) months after the date of grant, and thereafter shall be exercisable in full, subject to applicable securities regulations.

Section 4.4 — Expiration of Option

     The Option shall expire and may not be exercised to any extent after the expiration of ten (10) years from the date the Option was granted.

ARTICLE V
EXERCISE OF OPTIONS

Section 5.1 — Persons Eligible to Exercise

     During the lifetime of the Optionee, only he or his guardian may exercise an Option granted to him, or any portion thereof. After the death of the Optionee, any exercisable portion of an Option may, prior to the time when such portion becomes unexercisable under Section 4.4, be exercised by his personal representative or by any person empowered to do so under the deceased Optionee’s will or under the then applicable laws of descent and distribution.

Section 5.2 — Partial Exercise

     At any time and from time to time prior to the time when any exercisable Option or exercisable portion thereof expires or becomes unexercisable under Section 4.4, such Option or portion thereof may be exercised in whole or in part; provided, however, that the Company shall not be required to issue fractional shares.

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Section 5.3 — Manner of Exercise

     An exercisable Option, or any exercisable portion thereof, may be exercised solely by delivering to the Secretary or his office all of the following prior to the time when such Option or such portion becomes unexercisable:

     (a) Notice in writing signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that such Option or portion thereof is exercised;

     (b) Full payment of the Option Price shall be made in cash, by check or a combination thereof, for the shares of Common Stock with respect to which such Option or portion thereof is thereby exercised, together with payment of any federal income or other tax required to be withheld by the Company with respect to such shares of Common Stock, in accordance with the terms of the Plan and of any applicable guidelines of the Committee in effect at the time. The requirement of payment will be deemed satisfied if the Participant has made arrangements satisfactory to the Company with a duly registered broker-dealer that is a member of the National Association of Securities Dealers, Inc. to sell on the date of exercise a sufficient number of shares of Common Stock being purchased so that the net proceeds of the sale transaction will at least equal the full exercise price and pursuant to which the broker-dealer undertakes to deliver the full exercise price to the Company not later than the later of (i) the settlement date of the sale transaction and (ii) the date on which the Company delivers to the broker-dealer the shares of Common Stock being purchased pursuant to the exercise of such Option. This method is known as the “broker-dealer exercise method” and is subject to the terms and conditions set forth herein, in the Option grant agreement and in guidelines established by the Committee;

     (c) Such representations and documents as the Committee reasonably deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act of 1933, as amended and any other federal, state or foreign securities laws or regulations. The Committee may, in its absolute discretion, also take whatever additional actions it deems appropriate to effect such compliance, including, without limitation, placing legends on share certificates and issuing stop-transfer orders to transfer agents and registrars; and

     (d) In the event that the Option or portion thereof shall be exercised pursuant to Section 5.1 by any person or persons other than the Optionee, appropriate proof of the right of such person or persons to exercise the Option or portion thereof.

Section 5.4 — Rights as Stockholders

     The holders of Options shall not be, nor have any of the rights or privileges of, stockholders of the Company in respect of any shares of Common Stock purchasable upon the exercise of any part of an Option unless and until certificates representing such shares of Common Stock have been issued by the Company to such holders.

Section 5.5 — Transfer Restrictions

     The Committee, in its absolute discretion, may impose such restrictions on the transferability of the shares of Common Stock purchasable upon the exercise of an Option as it

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deems appropriate, and any such restriction shall be set forth in the respective Stock Option Agreement and may be referred to on the certificates evidencing such shares of Common Stock.

ARTICLE VI
STOCK AWARDS

Section 6.1 — Granting of Initial Stock Award to Directors

     (a) Each Eligible Director who is elected to serve on the Board shall receive an initial Stock Award as of the date of such Director’s initial election to serve on the Board (an “Initial Stock Award”). Such Initial Stock Award shall be granted only once to each Eligible Director as soon as practicable following the Director’s initial election to serve on the Board and shall be subject to the terms and conditions set forth in this Article VI. Notwithstanding this Section 6.1(a), in the event of the appointment of an existing Director who is or was an employee of the Company to the position of Non-Executive Chairman and such Director has not yet received an Initial Stock Award, the Non-Executive Chairman shall receive an Initial Stock Award upon his or her appointment to the position of Non-Executive Chairman.

     (b) Except as provided in Section 6.1(c) below, the Initial Stock Award shall be made in the form of deferred stock units, as described in Section 6.4. Each Eligible Director shall receive an Initial Stock Award of 3,500 deferred stock units.

     (c) Notwithstanding the foregoing, commencing with the Initial Stock Award for 2004, an Eligible Director may elect to receive the Initial Stock Award in the form of 3,500 shares of Common Stock. The election to receive shares of Common Stock must be made in writing within thirty (30) days after the date a Director becomes a Director. An election to receive shares of Common Stock shall be irrevocable by the Director.

Section 6.2 — Granting of Annual Stock Awards

     (a) Each Eligible Director shall receive an annual Stock Award as of the date of the Company’s annual meeting of stockholders or the one (1) year anniversary of the preceding year’s annual meeting of stockholders, if no meeting has been scheduled for such subsequent year, provided that the Director serves on the Board immediately following such date (an “Annual Stock Award”). The Annual Stock Award for 2005 shall be made as of July 30, 2005 or, if later, the date of the Director’s election or re-election to serve on the Board.

     (b) Except as provided in Section 6.2(c) below, the Annual Stock Award shall be made in the form of deferred stock units, as described in Section 6.4. Each Eligible Director, other than the Non-Executive Chairman, shall receive an Annual Stock Award of 2,000 deferred stock units. The Non-Executive Chairman shall receive an Annual Stock Award of 4,000 deferred stock units.

     (c) Notwithstanding the foregoing, commencing with the Annual Stock Award for 2005, an Eligible Director or the Non-Executive Chairman may elect to receive the Annual Stock Award in the form of 2,000 or 4,000 shares of Common Stock, respectively. The election to receive shares of Common Stock must be made in writing by December 31 of the year preceding the year during which the Annual Stock Award would otherwise be granted or, if later, within

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thirty (30) days after the date a Director becomes a Director. An election to receive shares of Common Stock shall be irrevocable by the Director and shall be effective only for the year immediately following the date on which it was filed.

Section 6.3 — Grant of Quarterly Stock Awards

     (a) Each Eligible Director shall receive a quarterly Stock Award on the last day of each calendar quarter, provided that the Director has served on the Board at any time during such calendar quarter (a “Quarterly Stock Award”).

     (b) The Quarterly Stock Award shall be made in the form of deferred stock units, as described in Section 6.4. The number of deferred stock units to be credited to each Eligible Director’s account, other than the Non-Executive Chairman’s account, on the last day of each calendar quarter shall be determined pursuant to the following formula: $10,000 divided by the average of the closing price of a share of Common Stock (as reported on the New York Stock Exchange (“NYSE”) consolidated tape for each business day during the last month of such calendar quarter). The number of deferred stock units to be credited to the Non-Executive Chairman’s account on the last day of each calendar quarter shall be determined pursuant to the following formula: $20,000 divided by the average of the closing price of a share of Common Stock (as reported on the NYSE consolidated tape for each business day during the last month of such calendar quarter). In the event an Eligible Director has served on the Board or in the position of Non-Executive Chairman for less than an entire quarter, the number of deferred stock units to be credited to his or her account on the last day of such quarter shall be prorated based on the actual number of days of his or her service on the Board during the quarter.

Section 6.4 — Deferred Stock Units

     Each deferred stock unit shall be equal in value to one (1) share of Common Stock. As of the date any dividend is paid to shareholders of Common Stock, the Director shall be credited with additional deferred stock units equal to the number of shares of Common Stock (including fractions of a share) that could have been purchased at the closing price of Common Stock on such date with the dividend paid on the number of shares of Common Stock to which the Director’s deferred stock units are then equivalent. In case of dividends paid in property, the dividend shall be deemed to be the fair market value of the property at the time of distribution of the dividend, as determined by the Committee.

Section 6.5 — Distribution of Deferred Stock Units

     (a) For all Grants made under this Plan prior to December 31, 2004, the distribution of a Participant’s deferred stock units will be made as follows:

     (i) Unless as otherwise elected in Section 6.5(a)(ii), payment of a Participant’s deferred stock units shall be made in one (1) lump sum as soon as practicable following the end of the year in which the Participant ceases to be a Director.

     (ii) At the election of the Participant made in writing and delivered to the Committee at any time on or before December 1 of the year of termination of the Participant’s service as a Director, distribution of all of his or her deferred stock units,

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commencing as soon as practicable following the end of the year in which the Participant ceases to be a Director, shall be made in any number of annual installments not exceeding ten (10). Any such election, unless made irrevocable by its terms, may be changed by written notice to the Committee at any time prior to December 1 of the year of a Participant’s termination of service as a Director.

     (b) For all Grants made under this Plan after December 31, 2004, the distribution of a Participant’s deferred stock units will be made as follows:

     (i) According to the election by each Participant on an annual election form provided by the Company to the Participant in December of the year preceding the grant of any award under this Plan in the next Plan year, payment of a Participant’s deferred stock units will be made either in a lump sum or in any number of annual installments not exceeding ten (10), both upon a date or dates certain or commencing in the January following the termination of service as a Director.

     (ii) Elections pursuant to Section 6.5(b)(i) are not irrevocable; provided, however, any subsequent election that changes the timing or form of a Participant’s previous distribution election must comply with Section 409A of the Code, including requirements that such election (A) may not be effective until twelve (12) months after the date the election is made, (B) any subsequent elections relating to payments scheduled for a particular date or dates must be made at lease twelve (12) months prior to the date of the first scheduled payment, and (C) all subsequent elections for distributions, other than those triggered by disability, death or an unforeseeable emergency, must delay distribution by at least five (5) years from the original distribution date.

     (c) Distribution of a Participant’s deferred stock units received in connection with such Participant’s Quarterly Stock Awards shall be made only in cash. Distribution of a Participant’s deferred stock units received in connection with such Participant’s Initial Stock Award and Annual Stock Awards shall be made in cash or stock, at the election of the Participant made in writing and delivered to the Committee at any time on or before December 1 of the year of termination of the Participant’s service as a Director. If distribution is made in cash, the amount of distribution shall be determined by multiplying the number of deferred stock units attributable to the installment by the average of the closing price in Common Stock on each business day in the month of December immediately prior to the year in which the installment is to be paid. If distribution is made in stock, any fractional shares of stock shall be paid in cash equal to the value of the fractional share multiplied by the closing price of the Common Stock on the last business day immediately preceding the date of distribution.

Section 6.6 — Installment Amount

     In the event a Participant has elected to receive distribution of his or her deferred stock units in more than one (1) installment, the amount of each installment shall be determined by multiplying the current number of deferred stock units by a fraction, the numerator of which is one (1), and the denominator of which is the number of installments yet to be paid.

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Section 6.7 — Distribution upon Death

     In the event of the death of a Participant, whether before or after ceasing to serve as a Director, any deferred stock units to which he or she was entitled, shall be converted to cash and distributed in a lump sum to such person or persons or the survivors thereof, including corporations, unincorporated associations or trusts, as the Participant may have designated. All such designations shall be made in writing signed by the Participant and delivered to the Committee. A Participant may from time to time revoke or change any such designation by written notice to the Committee. If there is no unrevoked designation on file with the Committee at the time of the Participant’s death, or if the person or persons designated therein shall have all predeceased the Participant or otherwise ceased to exist, such distributions shall be made in accordance with the Participant’s will or in the absence of a will, to the administrator of the Participant’s estate. Any distribution under this Section 6.7 shall be made as soon as practicable following the end of the fiscal quarter in which the Committee is notified of the Participant’s death. In this case, a Participant’s deferred stock units shall be converted to cash by multiplying the number of whole and fractional shares of Common Stock to which the Participant’s deferred stock units are equivalent by the average of the closing price of Common Stock on each business day during the last month of the calendar quarter prior to the date of death.

Section 6.8 — Withholding Taxes

     The Company shall deduct from all distributions under the Plan any taxes required to be withheld by federal, state, or local governments.

Section 6.9 — Terms and Conditions

     All Stock Awards shall be subject to the terms and conditions of this Article VI and such other terms and conditions as the Committee shall determine, consistent with the Plan.

ARTICLE VII
ADMINISTRATION

Section 7.1 — Plan Administrator

     The Plan shall be administered by the Committee.

Section 7.2 — Duties and Powers of Committee

     It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and the Grants and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. Any such interpretations and rules shall be consistent with the basic purpose of the Plan to make Grants. In its absolute discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan. The Committee may act either by vote at a telephonic or other meeting or by unanimous written consent in lieu of a meeting.

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Section 7.3 — Compensation; Professional Assistance; Good Faith Actions

     Members of the Committee shall not receive compensation for their services as members in connection with the administration of the Plan, but all expenses and liabilities they incur in connection with the administration of the Plan shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Company, the Directors and the officers of the Company shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Grants, and all members of the Committee shall be fully protected by the Company with respect to any such action, determination or interpretation.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 8.1 — Amendment, Suspension or Termination of the Plan

     The Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. Except as expressly permitted by the terms of the Plan, neither the amendment, suspension nor termination of the Plan shall, without the consent of the Participant alter or impair any rights or obligations under any Grant theretofore granted. No Grant may be made during any period of suspension nor after termination of the Plan.

Section 8.2 — Effect of Plan Upon Other Options and Compensation Plans

     Nothing in this Plan shall be construed to limit the right of the Company or any of its Subsidiaries (a) to establish any other forms of incentives or compensation for Directors of the Company or any of its Subsidiaries or (b) to grant or assume options other than under this Plan in connection with any proper corporate purpose, including, but not by way of limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, firm, association or other entity.

Section 8.3 — Adjustments

     (a) In the event of any change in the outstanding Common Stock by reason of a stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization or merger, change of control, or similar event, the Committee shall (i) adjust appropriately the number of shares of Common Stock subject to the Plan and available for or covered by Grants, the number of deferred stock units or shares of Common Stock constituting Initial Stock Awards and Annual Stock Awards in Section 6.1 and 6.2 hereof and share prices related to outstanding Grants and (ii) make such other revisions to outstanding Grants as it deems are equitably required. Any such adjustment made by the Committee shall be final and binding upon all Participants, the Company and all other interested persons.

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     (b) In the event of a Change of Control (as defined in paragraph 8.3(c) hereof):

     (i) Options granted pursuant to Article III hereof shall become fully vested and exercisable; provided, however, that the Committee may elect to make a cash payment to Participants in cancellation of such Options in such amount as the Committee in its sole discretion shall determine, which amount shall not be less than the product of (x) and (y), where (x) is the excess of the fair market value of Common Stock on the date of exercise over the exercise price, and (y) is the number of shares of Common Stock subject to the Options being canceled.

     (ii) Subject to Section 8.4, deferred stock units granted pursuant to Article VI hereof shall be distributed to Participants in a single lump sum.

     (c) For purposes of the Plan, a “Change of Control” shall mean the first to occur of the following events:

     (i) an individual, corporation, partnership, group, associate or other entity or “person”, as such term is defined in Section 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), other than the Company or any employee benefit plans sponsored by the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of thirty percent (30%) or more of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of directors; provided, however, that the acquisition of Company securities by BAT pursuant to the Business Combination Agreement, dated as of October 27, 2003, between R.J. Reynolds Tobacco Holdings, Inc. (“RJR”) and Brown & Williamson Tobacco Corporation (“B&W”), as thereafter amended (the “BCA”) or as expressly permitted by the Governance Agreement, dated as of July 30, 2004, among British American Tobacco, p.l.c., B&W and the Company (the “Governance Agreement”), shall not be considered a Change of Control for purposes of this subsection (i).

     (ii) individuals who constitute the Board (or who have been designated as directors in accordance with Section 1.09 of the BCA) on July 30, 2004 (the “Incumbent Board”) cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company’s shareholders, was (1) approved by a vote of at least three-quarters of the directors comprising the Incumbent Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee of the Company for director) or (2) made in accordance with Section 2.01 of the Governance Agreement, but excluding for this purpose any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, corporation, partnership, group, associate or other entity or “person” other than the Board, shall be, for purposes of this paragraph (ii), considered as though such person were a member of the Incumbent Board;

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     (iii) the approval by the shareholders of the Company of a plan or agreement providing (1) for a merger or consolidation of the Company other than with a wholly-owned Subsidiary and other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or (2) for a sale, exchange or other disposition of all or substantially all of the assets of the Company, other than any such transaction where the transferee of all or substantially all of the assets of the Company is a wholly owned subsidiary or an entity more than fifty percent (50%) of the combined voting power of the voting securities of which is represented by voting securities of the Company outstanding immediately prior to the transaction (either remaining outstanding or by being converted into voting securities of the transferee entity). If any of the events enumerated in this paragraph (iii) occur, the Board shall determine the effective date of the Change of Control resulting therefrom for purposes of the Plan or the Grants hereunder.

Section 8.4 — Compliance with Section 409A of the Code

     The Plan is intended to comply with Section 409A of the Code and shall be construed and interpreted in accordance with such intent.

Section 8.5 — Titles

     Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of the Plan.

Section 8.6 — Pronouns

     The masculine pronoun shall include the feminine and neutral and the singular shall include the plural, where the context so indicates.

Section 8.7 — Governing Law

     All questions arising in respect of the Plan, including those pertaining to its validity, interpretation and administration, shall be governed, controlled and determined in accordance with the applicable provisions of federal law and, to the extent not preempted by federal law, the laws of the State of North Carolina.

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EX-10.56

Exhibit 10.56

AMENDMENT NO. 1 TO RETENTION TRUST AGREEMENT

     This Amendment No. 1 (“Amendment No. 1”) to the Retention Trust Agreement (the “Agreement”) made the 19^th of May, 1998, by and between RJR Nabisco Inc. (“RJRN”) and Wachovia Bank, N.A. (“Trustee”) is made this 1^st day of October, 2006.

     WHEREAS, RJRN was renamed R.J. Reynolds Tobacco Holdings, Inc. as part of the spinoff transaction from RJR Nabisco Holdings Corp on June 15, 1999; and

     WHEREAS, as part of the business combination of R. J. Reynolds Tobacco Company and the U.S. business of Brown & Williamson Tobacco Corporation, a new public parent corporation of R.J. Reynolds Tobacco Holdings, Inc. was formed named Reynolds American Inc. (“RAI”); and

     WHEREAS, the Board of Directors of R.J. Reynolds Tobacco Holdings, Inc. desires to amend the Agreement to provide that employees of RAI and its subsidiaries may be named as Trust beneficiaries under the Agreement;

     NOW, THEREFORE, the parties hereby agree that the Agreement shall be amended, pursuant to Section 9(a) of the Agreement, as follows:

          1. All references of RJRN shall refer to R.J. Reynolds Tobacco Holdings, Inc.

          2. The second WHEREAS clause of the Agreement shall be deleted in its entirety and the following language shall be inserted therefor:

“(c) WHEREAS, in furtherance of the foregoing, the Board has authorized RJRN to establish a trust (hereinafter called “Trust”) and to contribute to the Trust assets that shall be held therein, until paid to employees of RJRN, R. J. Reynolds Tobacco Company (“RJR”), their parent companies, including Reynolds American Inc., and/or their subsidiaries, in such manner and at such time as specified in Appendix A (such payments, the “Payments”, and such employees (or the personal representatives of their estates), the “Trust beneficiaries”);”

          3. Except as provided by this Amendment No. 1, the terms and provisions of the Agreement shall remain in full force and effect.

     EXECUTED as of this 1^st day of October, 2006.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
By:
	McDara P. Folan, Senior Vice President and Secretary
WACHOVIA BANK, N.A.
By:
	Name: Title:

EX-12.1

Exhibit 12.1

	Q2 06		Q2 05
Earnings before fixed charges:
Income (loss) from continuing operations before income taxes		1037		857
Addback (deduct): Loss (income) on equity investment		-5		-4
		1032		853
Interest and debt expense		87		50
Interest portion of rental expense		5		6
Earnings (loss) before fixed charges		1124		909
Fixed charges:
Interest and debt expense		87		50
Interest portion of rental expense		5		6
Total fixed charges		92		56
Ratio of earnings to fixed charges		12.2		16.2
Deficiency in the coverage of fixed charges by earnings before fixed charges

EX-21.1

REYNOLDS AMERICAN INC.
SUBSIDIARIES

Name of Entity	Place of Incorporation or Organization
Conwood Company, LLC	Delaware
Conwood Holdings, Inc.	Delaware
Conwood Sales Co., LLC	Delaware
FHS, Inc.	Delaware
Gallaher — Reynolds Equipment Company (1)	Ireland
GMB, Inc.	North Carolina
Huu-wa-ka, LLC	New Mexico
Lane Limited	New York
Northern Brands International, Inc.	Delaware
Quezon Holdings BV	Netherlands
R. J. Reynolds — Gallaher International Sarl (2)	Switzerland
R. J. Reynolds Global Products, Inc.	Delaware
R. J. Reynolds Smoke Shop, Inc.	Delaware
R. J. Reynolds Tobacco B.V.	Netherlands
R. J. Reynolds Tobacco (CI), Co.	Cayman Islands
R. J. Reynolds Tobacco Co.	Delaware
R. J. Reynolds Tobacco Company	North Carolina
R. J. Reynolds Tobacco C.V.	Netherlands
R.J. Reynolds Tobacco Holdings, Inc.	Delaware
R. J. Reynolds Tobacco International, Inc.	Delaware
Reynolds Technologies, Inc.	Delaware
RJR Acquisition Corp.	Delaware
RJR Packaging, LLC	Delaware
RJR Realty Relocation Services, Inc.	North Carolina
RJR Smoke Shop, Inc.	Delaware
Rosswil LLC	Delaware
Santa Fe Natural Tobacco Company: Europe GmbH	Germany
Santa Fe Natural Tobacco Company, Inc.	New Mexico
Santa Fe Natural Tobacco Company Limited	United Kingdom
Santa Fe Natural Tobacco Company: The Netherlands B.V.	Netherlands
Scott Tobacco LLC	Delaware
SFNTC Land LLC	New Mexico
SFNTC Oxford LLC	North Carolina
SFNTC: Oxford RL, LLC	North Carolina
SFNTC/RSM, LLC	New Mexico
S.F. Imports, Inc.	Delaware

(1)	50/50 Irish joint venture with Gallaher Group PLC
(2)	50/50 Swiss joint venture with Gallaher Group PLC

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Reynolds American Inc.:

We consent to the use of our reports incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG LLP

Greensboro, North Carolina
October 2, 2006

EX-23.2

Exhibit 23.2

[KPMG LOGO]

KPMG LLP
Suite 900, Morgan Keegan Tower
50 North Front Street
Memphis, TN 38103

Consent of Independent Auditors

The Members:
Conwood Company, L.P., Conwood Sales Co., L.P.,
Scott Tobacco LLC, Rosswil LLC, Conwood LLC,
Conwood-1 LLC, and Conwood-2 LLC

We consent to the incorporation by reference herein of our report dated April 18, 2006, except for note 12, which is dated April 25, 2006, with respect to the combined balance sheet of Conwood Company, L.P., Conwood Sales Co., L.P., Scott Tobacco LLC, Rosswil LLC, Conwood LLC, Conwood-1 LLC, and Conwood-2 LLC as of December 31, 2005 and the related combined statements of income, members’ capital and comprehensive income and cash flows for the year then ended, which report appears in the Current Report on Form 8-K/A of Reynolds American, Inc. dated August 4, 2006 and to the reference to our firm under the heading “Experts” in the prospectus.

Memphis, Tennessee
October 2, 2006

KPMG LLP, a U.S. limited liability partnership, is the U.S.
member firm of KPMG International, a Swiss cooperative.

EX-25.1

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.

(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC

(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC

(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.

(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.

(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited

(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.

(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC

(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.

(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.

(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company

(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC

(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.

(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC

(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

6.500% Senior Secured Notes due 2007

(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

     Yes.

2. Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: Name:	/s/ CRAIG A. KAYE CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

William J. Winkelmann ) Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.2

EXHIBIT 25.2

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.
(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.
(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.
(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited
(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.
(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC
(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.
(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.
(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company
(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC
(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.
(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC
(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

7.875% Senior Secured Notes due 2009

(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

     Yes.

2. Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: Name:	/s/ CRAIG A. KAYE CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

William J. Winkelmann ) Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.3

EXHIBIT 25.3

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.
(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.
(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.
(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited
(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.
(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC
(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.
(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.
(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company
(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC
(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.
(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC
(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

6.500% Senior Secured Notes due 2010

(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

     Yes.

2. Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By: Name:	/s/ CRAIG A. KAYE CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

William J. Winkelmann ) Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.4

EXHIBIT 25.4

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.

(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC

(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC

(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.

(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.

(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited

(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.

(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC

(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.

(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.

(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company

(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC

(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.

(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC

(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

7.250% Senior Secured Notes due 2012

(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2.	Affiliations with Obligor.
	If the obligor is an affiliate of the trustee, describe each such affiliation.
	None.
16.	List of Exhibits.
	Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ CRAIG A. KAYE
Name:	CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     William J. Winkelmann )           Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.5

EXHIBIT 25.5

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE

ELIGIBILITY OF A TRUSTEE PURSUANT TO

SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.

(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC

(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC

(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.

(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.

(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited

(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.

(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC

(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.

(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.

(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company

(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.

(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC

(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.

(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC

(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

7.250% Senior Secured Notes due 2013

(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ CRAIG A. KAYE
Name:	CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     William J. Winkelmann )           Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.6

EXHIBIT 25.6

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.
(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.
(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.
(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited
(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.
(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC

(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.
(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.
(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company
(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC
(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.
(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC
(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

7.300% Senior Secured Notes due 2015
(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

     Yes.

2. Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such affiliation.

     None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ CRAIG A. KAYE
Name:	CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     William J. Winkelmann )                     Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.7

EXHIBIT 25.7

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.
(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.
(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.
(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited
(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.
(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC
(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.
(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.
(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company
(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC
(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.
(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC
(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

7.625% Senior Secured Notes due 2016
(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ CRAIG A. KAYE
Name:	CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     William J. Winkelmann )                     Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-25.8

EXHIBIT 25.8

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) o

THE BANK OF NEW YORK TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
700 South Flower Street
Suite 500
Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

REYNOLDS AMERICAN INC.
(Exact name of obligor as specified in its charter)

North Carolina	20-0546644
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Company, LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691028
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

Conwood Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	20-4771396
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

Conwood Sales Co., LLC
(Exact name of obligor as specified in its charter)

Delaware	62-1691095
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
813 Ridge Lake Boulevard, Suite 100
Memphis, Tennessee	38119
(Address of principal executive offices)	(Zip code)

- 2 -

FHS, Inc.
(Exact name of obligor as specified in its charter)

Delaware	51-0380116
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1402
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

GMB, Inc.
(Exact name of obligor as specified in its charter)

North Carolina	56-1972826
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
Jefferson Square, Suite 10
153 Jefferson Church Road
King, North Carolina	27021
(Address of principal executive offices)	(Zip code)

Lane, Limited
(Exact name of obligor as specified in its charter)

New York	13-2855575
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
2280 Mountain Industrial Boulevard
Tucker, Georgia	30084
(Address of principal executive offices)	(Zip code)

- 3 -

RJR Acquisition Corp.
(Exact name of obligor as specified in its charter)

Delaware	13-3490602
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1007 North Orange Street, Suite 1702
Wilmington, Delaware	19801
(Address of principal executive offices)	(Zip code)

RJR Packaging, LLC
(Exact name of obligor as specified in its charter)

Delaware	55-0831844
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Global Products, Inc.
(Exact name of obligor as specified in its charter)

Delaware	04-3625474
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 4 -

R.J. Reynolds Tobacco Co.
(Exact name of obligor as specified in its charter)

Delaware	66-0285918
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Company
(Exact name of obligor as specified in its charter)

North Carolina	73-1695305
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston, Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

R. J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0959247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, North Carolina	27101
(Address of principal executive offices)	(Zip code)

- 5 -

Rosswil LLC

(Exact name of obligor as specified in its charter)

Delaware	36-4348321
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
71 South Wacker Street
Chicago, Illinois	60606
(Address of principal executive offices)	(Zip code)

Santa Fe Natural Tobacco Company, Inc.

(Exact name of obligor as specified in its charter)

New Mexico	85-0394268
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
1 Plaza La Prensa
Santa Fe, New Mexico	87507
(Address of principal executive offices)	(Zip code)

Scott Tobacco LLC

(Exact name of obligor as specified in its charter)

Delaware	61-1358657
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
939 Adams Street
Bowling Green, Kentucky	42101
(Address of principal executive offices)	(Zip code)

7.750% Senior Secured Notes due 2018
(Title of the indenture securities)

- 6 -

1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, D.C. 20219
Federal Reserve Bank	San Francisco, California 94105
Federal Deposit Insurance Corporation	Washington, D.C. 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.	A copy of the articles of association of The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948).
2.	A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
3.	A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948).
4.	A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948).

- 7 -

6.	The consent of the trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-121948).
7.	A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

- 8 -

SIGNATURE

     Pursuant to the requirements of the Act, the trustee, The Bank of New York Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Jacksonville, and State of Florida, on the 27th day of September, 2006.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
By:	/s/ CRAIG A. KAYE
Name:	CRAIG A. KAYE
Title:	ASSISTANT VICE PRESIDENT

- 9 -

EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

     At the close of business June 30, 2006, published in accordance with Federal regulatory authority instructions.

	Dollar Amounts
	in Thousands
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,885
Interest-bearing balances		0
Securities:
Held-to-maturity securities		63
Available-for-sale securities		64,252
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		49,300
Securities purchased under agreements to resell		115,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		3,897
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		0
Not applicable
Intangible assets:
Goodwill		267,487
Other Intangible Assets		15,747
Other assets		39,669
Total assets	$	559,300

	Dollar Amounts
	in Thousands
LIABILITIES
Deposits:
In domestic offices		2,420
Noninterest-bearing		2,420
Interest-bearing		0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased		0
Securities sold under agreements to repurchase		0
Trading liabilities		0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		58,000
Not applicable
Not applicable
Subordinated notes and debentures		0
Other liabilities		79,825
Total liabilities		140,245
Minority interest in consolidated subsidiaries		0
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,000
Surplus (exclude all surplus related to preferred stock)		321,520
Retained earnings		96,770
Accumulated other comprehensive income		-235
Other equity capital components		0
Total equity capital		419,055
Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)		559,300

     I, William J. Winkelmann, Vice President of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

     William J. Winkelmann )                     Vice President

     We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Michael K. Klugman, President	)
Michael F. McFadden, MD	)	Directors (Trustees)
Frank P. Sulzberger, Vice President	)

EX-99.1

EXHIBIT 99.1

LETTER OF TRANSMITTAL

Reynolds American Inc.

Offer to Exchange Up to the Aggregate Principal Amounts of the Series of Old Notes Issued by

Reynolds American Inc. Shown Below For Newly Issued Series of Notes of Reynolds American Inc. Which Have Been Registered Under the Securities Act of 1933

Aggregate
Principal	Series of Old	Old Notes CUSIP
Amount	Notes	Nos.	Series of New Notes	Maturity Date
$625,000,000	7.250% Senior Secured Notes due 2013	761713 AA 4 U8001F AA 3	7.250% Senior Secured Notes due 2013	June 1, 2013
$775,000,000	7.625% Senior Secured Notes due 2016	761713 AB 2 U8001F AB 1	7.625% Senior Secured Notes due 2016	June 1, 2016
$250,000,000	7.750% Senior Secured Notes due 2018	761713 AC 0 U8001F AC 9	7.750% Senior Secured Notes due 2018	June 1, 2018
$236,449,000	6.500% Senior Secured Notes due 2007	761713 AG 1 U8001F AD 7	6.500% Senior Secured Notes due 2007	June 1, 2007
$185,731,000	7.875% Senior Secured Notes due 2009	761713 AJ 5 U8001F AE 5	7.875% Senior Secured Notes due 2009	May 15, 2009
$299,265,000	6.500% Senior Secured Notes due 2010	761713 AL 0 U8001F AF 2	6.500% Senior Secured Notes due 2010	July 15, 2010
$367,927,000	7.250% Senior Secured Notes due 2012	761713 AN 6 U8001F AG 0	7.250% Senior Secured Notes due 2012	June 1, 2012
$199,445,000	7.300% Senior Secured Notes due 2015	761713 AQ 9 U8001F AH 8	7.300% Senior Secured Notes due 2015	July 15, 2015

Pursuant to the Prospectus dated                         , 2006

The Exchange Offer will expire at 5:00 p.m., New York City time, on                         , 2006, unless extended (the “Expiration Date”). Withdrawal rights for acceptances of the Exchange Offer will expire at that time, unless the Expiration Date is extended.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust Company, N.A.

By Mail, Overnight Courier or Hand Delivery:	By Facsimile:
The Bank of New York Trust Company, N.A.	The Bank of New York Trust Company, N.A.
101 Barclay Street	(212) 298-1915
Floor 7E	Reorganization Unit
Reorganization Unit	Attn:
Attn:
New York, New York 10286	Confirm by Telephone:
	(212) 815-
	For Information Telephone:
	(212) 815-

     Delivery of this Letter of Transmittal to an address, or transmission of instructions via a fax number, other than as listed above, will not constitute a valid delivery. The instructions contained herein should be read carefully before this Letter of Transmittal is completed.

(this page intentionally left blank)

      The undersigned acknowledges that he or she has received and reviewed the Prospectus dated                     , 2006, (as the same may be amended or supplemented from time to time, the “Prospectus”) of Reynolds American Inc. (the “Company”) and the Guarantors (defined below, and together with the Company, the “Issuers”), and this Letter of Transmittal (the “Letter of Transmittal”), which together constitute the Issuers’ offer (the “Exchange Offer”) to exchange up to the aggregate principal amounts of each series of old notes of the Company (the “Old Notes”) listed in the table on the front cover of this Letter of Transmittal for newly issued series of notes issued by the Company (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part. All capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Prospectus.

      The terms of the New Notes are identical in all material respects to the terms of the Old Notes for which they may be exchanged pursuant to the Exchange Offer, except that the New Notes are freely transferable by the Holder (as defined below) thereof (except as provided herein or in the Prospectus), are not subject to any covenant regarding registration under the Securities Act and are not subject to any covenant regarding additional interest payment provisions. Both the Old Notes and the New Notes are guaranteed by R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, Conwood Holdings, Inc., Santa Fe Natural Tobacco Company, Inc., Lane, Limited, RJR Acquisition Corp., FHS, Inc., R. J. Reynolds Tobacco Co., GMB, Inc. Conwood Company, LLC, Conwood Sales Co., LLC, Scott Tobacco LLC, RJR Packaging, LLC, R.J. Reynolds Global Products, Inc. and Rosswil LLC (the “Guarantors”). The term “Holder” as used herein means any person in whose name Old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

      The Issuers reserve the right, at any time and from time to time, to extend the Exchange Offer at their discretion, in which event the term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended. The Issuers shall notify the Holders of any extension by oral or written notice prior to 9:00 A.M., New York City time, on the next business day after the previously scheduled Expiration Date.

      This Letter of Transmittal is to be used (a) if certificates representing Old Notes are to be forwarded herewith, (b) if delivery of Old Notes is to be made by book-entry transfer to an account maintained by The Bank of New York Trust Company, N.A. (the “Exchange Agent”) at the Depository Trust Company (“DTC”) pursuant to the procedures set forth in the Prospectus under the caption “The Exchange Offer — Procedures for Tendering Old Notes” and “— Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program,” or (c) if delivery of Old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.” This Letter of Transmittal need not be used if Holders participate in the Exchange Offer through DTC’s Automated Tender Offer Program, or ATOP. See “The Exchange Offer — Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program.”

      Any Holders who wish to tender their Old Notes must, prior to the Expiration Date, either: (a) complete, sign and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address or facsimile number set forth herein, and tender (and not withdraw) their Old Notes, which tender may be made by book-entry transfer to the Exchange Agent’s account at DTC, in which case the Exchange Agent must receive a confirmation of book-entry transfer; or (b) if a tender of Old Notes is to be made through DTC’s ATOP program, cause a book-entry transfer of such Holder’s Old Notes to the account maintained by the Exchange Agent at DTC, and cause a confirmation of such book-entry transfer to be transmitted to the Exchange Agent, including by delivering an “Agent’s Message” (as defined below), in accordance with the procedures for tendering pursuant to ATOP. As used herein, the term “Agent’s Message” means, with respect to any tendered Old Notes, a message transmitted by DTC to, and received by, the Exchange Agent, and forming part of a book-entry confirmation, stating that DTC has received an express acknowledgment from the tendering participant identified in the message to the effect that, with respect to those Old Notes, the participant has received and agrees to be bound by this Letter of Transmittal and that the Issuers may enforce this Letter of Transmittal against the participant.

      Holders whose Old Notes are not immediately available or who cannot deliver their Old Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

3

      Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent. Delivery of documents to DTC does not constitute delivery to the Exchange Agent.

      Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Old Notes validly tendered and not withdrawn and the issuance of the New Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Issuers shall be deemed to have accepted for exchange validly tendered Old Notes when, as and if the Issuers have given notice thereof to the Exchange Agent.

      The undersigned has provided the information requested, checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

      Please read the entire Letter of Transmittal and the Prospectus carefully before checking any box below. Your bank or broker can assist you in completing this form. The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus and this Letter of Transmittal may be directed to the Exchange Agent.

      List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the information should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OLD NOTES TENDERED
Name(s) and Address(es) of Registered Holder(s)	Certificate	Aggregate Principal	Principal Amount
(Please fill in if blank)	Number(s)*	Amount Represented	Tendered**
	Total:
* Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. Tenders of Old Notes will be accepted only in minimum denominations of $2,000 and in integral multiples of $1,000. See Instruction 2.

4

o Check here if tendered Old Notes are being delivered by book-entry transfer made to an account maintained by the Exchange Agent with DTC and complete the following:

Name of Tendering Institution(s):

The Depository Trust Company Account Number:

Transaction Code Number:

o Check here if tendered Old Notes are being delivered pursuant to a Notice of Guaranteed Delivery previously sent to the Exchange Agent and complete the following (and enclose photocopy of the Notice of Guaranteed Delivery previously sent):

Name of Registered Holder(s):

Window Ticket Number (if any):

Date of Execution of Notice of Guaranteed Delivery:

Name of Eligible Institution that Guaranteed Delivery:

If Guaranteed Delivery is to be made by Book-Entry Transfer:

Name of Tendering Institution(s):

The Depository Trust Company Account Number:

Transaction Code Number:

o Check here if you are a broker-dealer and wish to receive 10 additional copies of the Prospectus and 10 copies of any amendments or supplements thereto and complete the following:

Name:

Address:

o Check here if tendered Old Notes are enclosed herewith.

5

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Issuers the principal amount of Old Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Issuers all right, title and interest in and to the Old Notes tendered hereby.

      The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent is also acting as the agent of the Issuers and as trustee under the indenture for the Old Notes and the New Notes and in the other capacities for the Issuers as set forth in the Prospectus under “The Exchange Offer — Exchange Agent”) with respect to the tendered Old Notes, with full power of substitution and resubstitution, subject only to the right of withdrawal described in the Prospectus, to: (i) deliver certificates representing such Old Notes to, or to the order of, the Issuers, or transfer ownership of such Old Notes on the account books maintained by DTC, together, in any such case, with all accompanying evidence of transfer and authenticity to, or upon the order of, the Issuers upon receipt by the Exchange Agent, as the undersigned’s agent, of the New Notes to be issued in exchange for such Old Notes; (ii) present such Old Notes for transfer, and transfer such Old Notes, on the books of the Company; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

      The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, sell, assign and transfer the Old Notes tendered hereby and to acquire the New Notes issuable upon the exchange of such tendered Old Notes, and that the Issuers will acquire good, marketable and unencumbered title to the tendered Old Notes, free and clear of all security interests, liens, restrictions, charges and encumbrances and not subject to any adverse claim or right or restriction or proxy of any kind, when the same are accepted for exchange by the Issuers.

      The undersigned acknowledges and agrees that the Exchange Offer is being made in reliance upon interpretations by the staff of the Securities and Exchange Commission (the “SEC”) issued to unrelated third parties that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for sale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such Old Notes directly from the Company for resale pursuant to Rule 144A, Regulation S or any other available exemption under the Securities Act or a holder that is an “affiliate” of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders’ businesses and such holders are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity to participate in, the distribution of such New Notes. However, the undersigned acknowledges and agrees that the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances.

      The undersigned Holder hereby represents, warrants and agrees that:

      (i) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the undersigned or any beneficial owner of the Old Notes tendered hereby;

      (ii) neither the undersigned Holder nor any beneficial owner of the Old Notes tendered hereby is engaged in, intends to engage in, or has any arrangement or understanding with any person or entity to participate in, a distribution of the New Notes within the meaning of the Securities Act;

      (iii) neither the undersigned Holder nor any beneficial owner of the Old Notes tendered hereby is an “affiliate” of any of the Issuers within the meaning of Rule 405 promulgated under the Securities Act;

      (iv) if the undersigned or any beneficial owner of the Old Notes tendered hereby is a broker-dealer, neither the undersigned nor any such beneficial owner purchased the Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act;

6

      (v) if the undersigned or any beneficial owner of the Old Notes tendered hereby is a broker-dealer, the undersigned further represents, warrants and agrees that, if it or such other beneficial owner will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, the undersigned or such beneficial owner will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of New Notes received in the Exchange Offer; provided, however, that, by acknowledging that you or such beneficial owner, as such a broker-dealer, will deliver, and by delivering, a Prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes, you or such beneficial owner will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act; and

      (vi) the undersigned Holder is not acting on behalf of any person or entity that could not truthfully make the foregoing representations, warranties and agreements.

      If you cannot make all of the above representations, warranties and agreements, you cannot participate in the Exchange Offer.

      The undersigned agrees that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Issuers to be necessary or desirable to complete the sale, exchange, assignment and transfer of the Old Notes tendered hereby or to transfer ownership of such Old Notes on the account books maintained by DTC.

      The Exchange Offer is subject to the condition set forth in the section of the Prospectus captioned “The Exchange Offer — Condition.” The undersigned recognizes that, as a result of this condition (which may be waived, in whole or in part, by the Issuers), as more particularly set forth in the Prospectus, the Issuers may not be required to accept for exchange any of the Old Notes tendered by this Letter of Transmittal.

      For purposes of the Exchange Offer, the Issuers shall be deemed to have accepted validly tendered Old Notes when, as and if the Issuers have given notice thereof to the Exchange Agent. If any tendered Old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, such unaccepted Old Notes will be returned to the address shown below the signature of the undersigned or at a different address as may be indicated herein under “Special Delivery Instructions” (or, in the case of tender by book-entry transfer into the Exchange Agent’s account at DTC pursuant to the book-entry transfer procedures described in the section of the Prospectus captioned “The Exchange Offer — Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program,” such unaccepted Old Notes will be credited to an account maintained with DTC) promptly after the expiration or termination of the Exchange Offer.

      The undersigned understands and acknowledges that the Issuers reserve the right in their sole discretion to purchase or make offers for any Old Notes that remain outstanding subsequent to the Expiration Date or, as set forth in the section of the Prospectus captioned “The Exchange Offer — Expiration Date; Extensions; Amendment; Termination,” to terminate the Exchange Offer and, to the extent permitted by applicable law, purchase Old Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the Exchange Offer.

      The undersigned understands that tenders of Old Notes pursuant to any one of the procedures described in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Old Notes” and herein will, upon the Issuers’ acceptance of the Old Notes for exchange, constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Exchange Offer. The undersigned also agrees that acceptance of any tendered Old Notes by the Issuers and the issuance of New Notes in exchange therefor shall constitute performance in full by the Issuers of their obligations under the Exchange Offer and the registration rights agreements entered into by certain of the Issuers with respect to the Old Notes and the Exchange Offer and that, upon the issuance of the New Notes, the Issuers will have no further obligations or liabilities thereunder (except in certain limited circumstances).

7

      All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity, bankruptcy or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

      This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus and in this Letter of Transmittal.

      By acceptance of the Exchange Offer, each Holder required to deliver the Prospectus in connection with any resale of the New Notes hereby acknowledges and agrees that, upon receipt of any notice from the Issuers of (i) the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the registration statement of which the Prospectus forms a part or the initiation of any proceedings for that purpose, (ii) the happening of any event during the period the registration statement of which the Prospectus is a part is effective that makes any statement made in such registration statement or the Prospectus untrue in any material respect or that requires the making of any changes in such registration statement or Prospectus in order to make the statements therein not misleading, or (iii) any determination by the Issuers, in the exercise of their reasonable judgment, that (A) it is not in the best interests of the Issuers to disclose a possible acquisition or business combination or other transaction, business development or event involving the Issuers that may require disclosure in the registration statement of which the Prospectus is a part, or (B) obtaining any financial statements relating to an acquisition or business combination required to be included in the registration statement of which the Prospectus is a part would be impracticable, such Holder will forthwith discontinue disposition of New Notes pursuant to the registration statement of which the Prospectus is a part, and the Prospectus, until such Holder’s receipt of the copies of the supplemented or amended Prospectus or notice from the Issuers that dispositions of New Notes pursuant to the registration statement of which the Prospectus is a part may be resumed and, if so directed by the Issuers, such Holder will deliver to the Issuers all copies in its possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such New Notes that is current at the time of receipt of such notice.

      Unless otherwise indicated under “Special Issuance Instructions” below, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not accepted for exchange, in the name(s) of the undersigned (or, in either such event, in the case of Old Notes tendered through DTC, by credit to the account indicated above maintained at DTC). Similarly, unless otherwise indicated under “Special Delivery Instructions” below, please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not accepted for exchange (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signature, unless, in either event, tender is being made through DTC. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not accepted for exchange in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Issuers have no obligation pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Old Notes from the name of the registered holder(s) thereof if the Issuers do not accept for exchange any of the principal amounts of such Old Notes so tendered.

      The undersigned acknowledges that the Exchange Offer is subject to the more detailed terms set forth in the Prospectus and, in case of any conflict between the terms of the Prospectus and this Letter of Transmittal, the terms of the Prospectus shall prevail.

      The undersigned, by completing the box entitled “Description of Old Notes Tendered” above and signing this Letter of Transmittal, will be deemed to have tendered the Old Notes as set forth in such box above.

8

PLEASE COMPLETE AND SIGN BELOW

Signature(s): 

(If a Holder is tendering any Old Notes, this Letter of Transmittal must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3.)

Dated: 

Name(s): 

(Please Print)

Capacity: 

Address: 

Telephone Number with Area Code: 

Tax Identification or Social Security Number: 

(Remember to Complete Accompanying Substitute Form W-9)

MEDALLION SIGNATURE GUARANTEE

(Only if Required — See Instruction 3)

Authorized Signature of Guarantor: 

Name: 

(Please Print)

Name of Firm: 

Address: 

Telephone Number with Area Code: 

Date: 

Place Seal Here:

9

A. SPECIAL ISSUANCE

INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if certificates for New Notes and/or Old Notes not exchanged are to be issued in the name of someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above, or if New Notes and/or Old Notes delivered by book-entry transfer which are not accepted for exchange are to be credited to an account maintained at DTC other than the account indicated above.

Issue New Notes and/or Unexchanged Old Notes to:

Name:

(Please Print)

Address:

(Zip Code)

(Tax Identification or Social Security Number)

(See substitute Form W-9 herein)

DTC Account No.:

________________________________________________________________________________

Check box if New Notes are to be issued to the person indicated above:     o

Check box if unexchanged Old Notes are to be issued to the person indicated above:     o

B. SPECIAL DELIVERY

INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if certificates for New Notes and/or Old Notes not exchanged are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter of Transmittal above or to such person or persons at an address other than shown in the box entitled “Description of Old Notes Tendered” in this Letter of Transmittal above.

Mail New Notes and/or Unexchanged Old Notes to:

Name:

(Please Print)

Address:

(Zip Code)

(Tax Identification or Social Security Number)

(See substitute Form W-9 herein)

Check box if New Notes are to be delivered to the person indicated above:     o

Check box if unexchanged Old Notes are to be delivered to the person indicated above:     o

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INSTRUCTIONS

1. Delivery of this Letter of Transmittal and Old Notes; Guaranteed Delivery Procedures.

      This Letter of Transmittal is to be completed by Holders either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in the Prospectus under the caption “The Exchange Offer — Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program.” Certificates for all physically tendered Old Notes, or timely confirmation of a book-entry transfer, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof), with any required signature guarantees, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to 5:00 p.m., New York City time, on the Expiration Date, or the tendering Holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby may be tendered in whole or in part in minimum denominations of $2,000 and in integral multiples of $1,000. Holders tendering pursuant to DTC’s ATOP program need not complete and deliver this Letter of Transmittal, but by tendering through ATOP, such Holders will have agreed to be bound by all the terms and conditions of this Letter of Transmittal as if such Holders had completed and delivered it.

      Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and any other required documents to the Exchange Agent on or prior to 5:00 p.m., New York City time, on the Expiration Date, or who cannot complete the procedures for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.” Pursuant to such procedures: (i) such tender must be made through an Eligible Institution (as defined below); (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution, a written or facsimile copy of a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form provided by the Issuers, setting forth the name and address of the Holder and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange (“NYSE”) trading days after the date of execution of the Notice of Guaranteed Delivery, the Eligible Institution will deliver to the Exchange Agent the certificates for all certificated Old Notes being tendered, in proper form for transfer, or a book-entry transfer confirmation, as the case may be, a written or facsimile copy of the Letter of Transmittal or a book-entry transfer confirmation, as the case may be, and any other documents required by this Letter of Transmittal; and (iii) the certificates for all certificated Old Notes, in proper form for transfer, or a book-entry transfer confirmation, as the case may be, and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery.

      The Notice of Guaranteed Delivery may be delivered by hand or transmitted by facsimile or mail to the Exchange Agent, and must include a guarantee by an Eligible Institution in the form set forth in such Notice of Guaranteed Delivery. For Old Notes to be properly tendered pursuant to the guaranteed delivery procedure, the Exchange Agent must receive a Notice of Guaranteed Delivery on or prior to the Expiration Date. As used herein and in the Prospectus, “Eligible Institution” means a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as “an eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker or dealer or government securities broker or dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association.

      The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and sole risk of the tendering Holder, and the delivery will be deemed made only when actually received by the Exchange Agent. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to assure delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. No Letter of Transmittal or Old Notes should be sent to the Issuers.

      The Issuers will not accept any alternative, conditional or contingent tenders. Each tendering Holder, by execution of this Letter of Transmittal, or facsimile thereof, waives any right to receive any notice of the acceptance of such tender.

11

2. Partial Tenders.

      Tenders of Old Notes will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000, and New Notes will be issued in minimum denominations of $2,000, increased in multiples of $1,000. If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the box above entitled “Description of Old Notes Tendered” under “Principal Amount Tendered.” A reissued certificate representing the balance of Old Notes not tendered will be sent to such tendering Holder, unless otherwise provided in the appropriate box on this Letter of Transmittal, promptly after the Expiration Date. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated.

3. Signatures on this Letter of Transmittal; Bond Powers and Endorsements; Guarantee of Signatures.

      If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever.

      If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Letters of Transmittal, or facsimiles thereof, as there are different registrations of certificates.

      When this Letter of Transmittal is signed by the registered holder(s) of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If, however, the New Notes are to be issued, or any Old Notes not tendered are to be reissued, to a person other than the registered holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificate(s) or bond powers must be guaranteed by an Eligible Institution.

      If this Letter of Transmittal is signed by a person other than the registered holder(s) of any certificates specified herein, such certificates must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the registered holder(s) appear(s) on the certificates and signatures on such certificates or bond powers must be guaranteed by an Eligible Institution. Signatures on such certificates or bond powers must be accompanied by such opinions of counsel, certifications and other information as the Issuers may require in accordance with the restrictions on transfer applicable to the Old Notes.

      If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Issuers, proper evidence satisfactory to the Issuers of their authority to so act must be submitted with this Letter of Transmittal.

      Endorsements on certificates for Old Notes or signatures on bond powers required by this Instruction 3 must be guaranteed by an Eligible Institution.

      Signatures on the Letter of Transmittal need not be guaranteed by an Eligible Institution if the Old Notes are tendered (i) by a registered holder of Old Notes (which term, for purposes of the Exchange Offer, includes any participant in DTC whose name appears on a security position listing as the holder of such Old Notes) who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” in this Letter of Transmittal, or (ii) for the account of an Eligible Institution.

4. Special Issuance and Delivery Instructions.

      Tendering Holders should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not tendered or not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification (“TIN”) or Social Security number of the person named must also be indicated and such person named must properly complete a Substitute Form W-9, a Form W-8BEN, a Form W-8ECI or a Form W-8IMY. Holders tendering Old Notes by book-entry transfer may request that Old Notes not tendered or not

12

exchanged be credited to such account maintained at DTC as such Holder may designate in the box entitled “Special Issuance Instructions.” If no such instructions are given, such Old Notes not tendered or not exchanged will be returned to the name and address of the person signing this Letter of Transmittal.

5. Transfer Taxes.

      Tendering Holders will not be obligated to pay any transfer taxes in connection with a tender of their Old Notes for exchange unless a Holder instructs the Issuers to issue New Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering Holder, in which event the registered tendering Holder will be responsible for the payment of any applicable transfer tax. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder.

6. Substitute W-9.

      Each tendering Holder (or other recipient of any New Notes) is required to provide the Exchange Agent with a correct TIN, generally the Holder’s Social Security or Federal Employer Identification Number, and with certain other information, on Substitute Form W-9, which is provided below, and to certify that the Holder (or other person) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the tendering Holder (or other person) to a $50 penalty imposed by the Internal Revenue Service and federal income tax backup withholding. The box in Part 2 of the Substitute Form W-9 may be checked if the tendering Holder (or other person) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 2 is checked and the Exchange Agent is not provided with a TIN by the time of payment, the Exchange Agent will withhold federal income tax on all reportable payments at the prescribed rate, if any, until a TIN is provided to the Exchange Agent. If the Old Notes are registered in more than one name or are not in the name of the actual owner, see the section of this Letter of Transmittal entitled “Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9” for information on which TIN to report. The Issuers reserve the right in their sole discretion to take whatever steps are necessary to comply with the Issuers’ obligations regarding backup withholding.

7. Waiver of Conditions.

      The Issuers reserve the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus.

8. No Conditional Tenders.

      No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange.

      Although the Issuers intend to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither the Issuers, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice.

9. Mutilated, Lost, Stolen or Destroyed Old Notes.

      Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

10. Withdrawal of Tenders.

      Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

      For a withdrawal of a tender of Old Notes to be effective, a written or facsimile transmission notice of withdrawal must be received by the Exchange Agent at its address set forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must (i) specify the name of the person having deposited the Old Notes to be withdrawn (the “Depositor”); (ii) identify the specific Old Notes to be withdrawn (including the certificate number or numbers and principal amount of such Old Notes); (iii) be signed by the Holder in the same manner as the original signature on this Letter of Transmittal by which such Old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to register the transfer of such Old Notes into the

13

name of the person withdrawing the tender; and (iv) specify the name in which any such Old Notes are to be registered, if different from that of the Depositor. Any Old Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder promptly after withdrawal, rejection of tender, or termination of the Exchange Offer. Properly withdrawn Old Notes may be tendered again by following the procedures described in the Prospectus under “The Exchange Offer — Procedures for Tendering Old Notes” at any time on or prior to 5:00 p.m., New York City time, on the Expiration Date.

11. Validity of Tenders.

      All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Old Notes will be determined by the Issuers in their sole discretion, which determination will be final and binding on all parties. The Issuers reserve the absolute right to reject any and all Old Notes not properly tendered or any Old Notes the Issuers’ acceptance of which would, in the opinion of counsel for the Issuers, be unlawful. The Issuers also reserve the right to waive any defects or irregularities in, or conditions of, any tenders as to particular Old Notes. The Issuers’ interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal) will be final and binding on all parties.

12. Requests for Assistance or Additional Copies.

      Questions and requests for assistance relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent, at the address and telephone numbers indicated herein.

14

REQUESTER’S NAME: THE BANK OF NEW YORK TRUST COMPANY, N.A.
	Substitute Form W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT (AND CHECK THE “EXEMPT” BOX IF APPLICABLE) AND SIGN THE CERTIFICATION BELOW.	Social Security Number or Taxpayer Identification Number o  Exempt
Department of the Treasury Internal Revenue Service (IRS)		Part 2        o TIN Applied for

Payer’s Request for Taxpayer Identification Number (TIN)			Part 3 — Certification Under penalties of perjury, I certify that:
	Please fill in your name and address below.		(1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
	Name Address (number and street) City, State and Zip Code		(2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends or (c) the IRS has notified me that I am no longer subject to backup withholding; and (3) I am a U.S. person (as defined for U.S. federal income tax purposes).
Certification Instructions — You must cross out item (2) in Part 3 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the “Exempt” box in Part 1 and see the enclosed “Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9.”
		Signature:	Date:

  You must complete the following certification if you checked the box in Part 2 of Substitute Form W-9:

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that until I provide a taxpayer identification number, all reportable payments made to me will be subject to backup withholding.

Signature: Dated: 

The IRS does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

15

GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

What Name and Number to Give the Requester

Name

Individual — If you are an individual, you must generally enter the name shown on your Social Security card. However, if you have changed your last name, for instance, due to marriage, without informing the Social Security Administration of the name change, enter your first name, the last name shown on your Social Security card, and your new last name. If the account is in joint names, list first and then circle the name of the person or entity whose number you enter in Part 1 of the form.

Sole Proprietor — You must enter your individual name as shown on your Social Security card. You may enter your business, trade or “doing business as” name on the business name line.

Single-Member Limited Liability Company (LLC) — If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations § 301.7701-3, enter the owner’s name. Enter the LLC’s name on the business name line. A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Other Entities — Enter the business name as shown on required federal income tax documents. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade or “doing business as” name on the business name line.

Taxpayer Identification Number (TIN)

You must enter your taxpayer identification number in the appropriate box. If you are a resident alien and you do not have and are not eligible to obtain a Social Security number, your taxpayer identification number is your IRS individual taxpayer identification number (ITIN). Enter it in the Social Security number box. If you do not have an individual taxpayer identification number, see “How to Obtain a TIN” below. If you are a sole proprietor and you have an employer identification number, you may enter either your Social Security number or employer identification number. However, using your employer identification number may result in unnecessary notices to the requester, and the IRS prefers that you use your Social Security number. If you are an LLC that is disregarded as an entity separate from its owner under Treasury regulations § 301.7701-3, and are owned by an individual, enter the owner’s Social Security number. If the owner of a disregarded LLC is a corporation, partnership, etc., enter the owner’s employer identification number. See the chart below for further clarification of name and TIN combinations.

Social Security numbers (SSNs) have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers (EINs) have nine digits separated by only one hyphen: i.e. 00-0000000.

How to Obtain a TIN

If you do not have a taxpayer identification number, apply for one immediately. To apply for a Social Security number, obtain Form SS-5, Application for a Social Security Number Card, from your local Social Security Administration office. Obtain Form W-7 to apply for an individual taxpayer identification number or Form SS-4, Application for Employer Identification Number, to apply for an employer identification number. You can obtain Forms W-7 and SS-4 from the IRS.

If you do not have a taxpayer identification number, check the box for “TIN Applied For” in Part 2 of Substitute Form W-9, sign and date the form (including the “Certificate of Awaiting Taxpayer Identification Number”), and give it to the requester. For interest and dividend payments and certain payments made with respect to readily tradable instruments, you will generally have 60 days to obtain a taxpayer identification number and give it to the requester before you are subject to backup withholding. Other payments are subject to backup withholding without regard to the 60-day rule, until you provide your taxpayer identification number.

Note: Checking the box for “TIN Applied For” in Part 2 of Substitute Form W-9 means that you have already applied for a taxpayer identification number or that you intend to apply for one soon.

Exemption From Backup Withholding

Individuals (including sole proprietors and LLCs disregarded as entities separate from their individual owners) are NOT automatically exempt from backup withholding.

The table below will help determine the number to give the requester.

16

For this type of account:		Give Name and TIN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minor)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b. The so-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
6.	A valid trust, estate or pension trust	Legal entity(4)

For this type of account:		Give Name and TIN of:
7.	Corporation	The corporation
8.	Associations, clubs, religious, charitable, educational or other tax-exempt organization	The organization
9.	Partnership	The partnership
10.	A broker or registered nominee	The broker or nominee
11.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has a Social Security number, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s Social Security number.
(3)	You must show your individual name, but you may also enter your business or “doing business as” name. You may use either your Social Security number or employer identification number if you have one.
(4)	List first and circle the name of the legal trust, estate or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:     If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

17

GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION

NUMBER ON SUBSTITUTE FORM W-9

For interest and dividends, the following payees are generally exempt from backup withholding:

(1)	An organization exempt from tax under section 501(a) of the Internal Revenue Code of 1986, as amended (the “Code”), an individual retirement account (IRA), or a custodial account under section 403(b)(7) of the Code if the account satisfies the requirements of section 401(f)(2) of the Code.
(2)	The United States or any of its agencies or instrumentalities.
(3)	A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities.
(4)	A foreign government or any of its political subdivisions, agencies or instrumentalities.
(5)	An international organization or any of its agencies or instrumentalities.
(6)	A corporation.
(7)	A foreign bank of central issue.
(8)	A dealer in securities or commodities required to register in the United States, the District of Columbia or a possession of the United States.
(9)	A real estate investment trust.

(10)	An entity registered at all times during the tax year under the Investment Company Act of 1940.
(11)	A common trust fund operated by a bank under section 584(a) of the Code.
(12)	A financial institution (as defined for purposes of section 3406 of the Code).
(13)	A middleman known in the investment community as a nominee or who is listed in the most recent publication of the American Society of Corporate Secretaries, Inc. Nominee List.
(14)	A trust exempt from tax under section 664 of the Code or described in section 4947 of the Code.

For broker transactions, persons listed in items 1-12, above, as well the persons listed in items 15-16, below, are exempt from backup withholding:

(15)	Futures commission merchant registered with the Commodity Futures Trading Commission.
(16)	A person registered under the Investment Advisors Act of 1940 who regularly acts as a broker.

Payments Exempt From Backup Withholding

Dividends and patronage dividends that are generally exempt from backup withholding include:

•  Payments to nonresident aliens subject to withholding under section 1441 of the Code.

•  Payments to partnerships not engaged in a trade or business in the United States and that have at least one non-resident alien partner.

•  Payments of patronage dividends not paid in money.

•  Payments made by certain foreign organizations.

•  Payments made by an ESOP pursuant to section 404(k) of the Code.

Interest payments that are generally exempt from backup withholding include:

•  Payments of interest on obligations issued by individuals. Note, however, that such a payment may be subject to backup withholding if the amount of interest paid during a taxable year in the course of the payer’s trade or business is $600 or more and you have not provided your correct taxpayer identification number.

•  Payments of tax-exempt interest (including exempt-interest dividends under section 852 of the Code).

•  Payments described in section 6049(b)(5) of the Code to nonresident aliens.

•  Payments on tax-free covenant bonds under section 1451 of the Code.

•  Payments made by certain foreign organizations.

Payments that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N of the Code, and the Treasury regulations thereunder.

If you are exempt from backup withholding, you should still complete and file Substitute Form W-9 to avoid possible erroneous backup withholding. Enter your correct taxpayer identification number and check the “Exempt” box in Part 1, and sign and date the form and return it to the requester.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

Privacy Act Notice.  — Section 6109 of the Code requires you to give your correct taxpayer identification number to persons who must file information returns with the IRS to report interest, dividends and certain other income paid to you. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation and to cities, states and the District of Columbia to carry out their tax laws. You must provide your taxpayer identification number whether or not you are required to file a tax return. Payers must generally withhold at the applicable rate on payments of taxable interest, dividends and certain other items to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

Penalties

(1) Failure to Furnish Taxpayer Identification Number. — If you fail to furnish your correct taxpayer identification number to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2) Civil Penalty for False Information With Respect to Withholding. — If you make a false statement with no reasonable basis which results in no backup withholding, you are subject to a $500 penalty.

(3) Criminal Penalty for Falsifying Information. — Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION, CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

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The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust Company, N.A.

By Mail, Overnight Courier or Hand Delivery:	By Facsimile:
The Bank of New York Trust Company, N.A.	The Bank of New York Trust Company, N.A.
101 Barclay Street	(212) 298-1915
Floor 7E	Reorganization Unit
Reorganization Unit	Attn:
Attn:
New York, New York 10286
Confirm by Telephone:
(212) 815-
For Information Telephone:
(212) 815-

EX-99.2

EXHIBIT 99.2

NOTICE OF GUARANTEED DELIVERY

Reynolds American Inc.

Offer to Exchange Up to the Aggregate Principal Amounts of the Series of Old Notes

Issued by Reynolds American Inc. Shown Below

For Newly Issued Series of Notes of Reynolds American Inc. Which Have Been

Registered Under the Securities Act of 1933

Aggregate			Old Notes
Principal Amount		Series of Old Notes	CUSIP Nos.	Series of New Notes	Maturity Date
	$625,000,000	7.250% Senior Secured Notes due 2013	761713 AA 4 U8001F AA 3	7.250% Senior Secured Notes due 2013	June 1, 2013
	$775,000,000	7.625% Senior Secured Notes due 2016	761713 AB 2 U8001F AB 1	7.625% Senior Secured Notes due 2016	June 1, 2016
	$250,000,000	7.750% Senior Secured Notes due 2018	761713 AC 0 U8001F AC 9	7.750% Senior Secured Notes due 2018	June 1, 2018
	$236,449,000	6.500% Senior Secured Notes due 2007	761713 AG 1 U8001F AD 7	6.500% Senior Secured Notes due 2007	June 1, 2007
	$185,731,000	7.875% Senior Secured Notes due 2009	761713 AJ 5 U8001F AE 5	7.875% Senior Secured Notes due 2009	May 15, 2009
	$299,265,000	6.500% Senior Secured Notes due 2010	761713 AL 0 U8001F AF 2	6.500% Senior Secured Notes due 2010	July 15, 2010
	$367,927,000	7.250% Senior Secured Notes due 2012	761713 AN 6 U8001F AG 0	7.250% Senior Secured Notes due 2012	June 1, 2012
	$199,445,000	7.300% Senior Secured Notes due 2015	761713 AQ 9 U8001F AH 8	7.300% Senior Secured Notes due 2015	July 15, 2015

Pursuant to the Prospectus dated                           , 2006

     This Notice of Guaranteed Delivery or one substantially equivalent to this form, must be used to accept the Exchange Offer (as defined below) if (i) certificates representing any series of old notes of Reynolds American Inc. (the “Old Notes”) listed in the table above are not immediately available, (ii) the Old Notes, the Letter of Transmittal and any other documents required by the Letter of Transmittal cannot be delivered to The Bank of New York Trust Company, N.A. (the “Exchange Agent”) on or prior to the Expiration Date (as defined below) or (iii) the procedures for delivery by book-entry transfer cannot be completed on a timely basis. This Notice of Guaranteed Delivery or one substantially equivalent to this form may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission, to the Exchange Agent, and must be received by the Exchange Agent on or prior to the Expiration Date. See “The Exchange Offer — Guaranteed Delivery Procedures” in the Prospectus.

The Exchange Offer will expire at 5:00 p.m., New York City time, on                  , 2006, or such later date and time to which the Exchange Offer may be extended (the “Expiration Date”). Withdrawal rights for acceptances of the Exchange Offer will expire at that time, unless the Expiration Date is extended.

The Exchange Agent for the Exchange Offer is:

The Bank of New York Trust Company, N.A.

By Mail, Overnight Courier or Hand Delivery:	By Facsimile:
The Bank of New York Trust Company, N.A. 101 Barclay Street Floor 7E Reorganization Unit Attn:        New York, New York 10286	The Bank of New York Trust Company, N.A. (212) 298-1915 Reorganization Unit Attn:        Confirm by Telephone: (212) 815-     For Information Telephone: (212) 815-

     Delivery of this Notice of Guaranteed Delivery to an address, or transmission of instructions via a fax number, other than as listed above, will not constitute a valid delivery.

     This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for guarantee of signatures.

Ladies and Gentlemen:

      The undersigned hereby tenders to Reynolds American Inc., R.J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, Conwood Holdings, Inc., Santa Fe Natural Tobacco Company, Inc., Lane, Limited, RJR Acquisition Corp., FHS, Inc., R. J. Reynolds Tobacco Co., GMB, Inc. Conwood Company, LLC, Conwood Sales Co., LLC, Scott Tobacco LLC, RJR Packaging, LLC, R.J. Reynolds Global Products, Inc. and Rosswil LLC (the “Issuers”) upon the terms and subject to the conditions set forth in the Prospectus dated                 , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”), and the related Letter of Transmittal (which together with the Prospectus constitute the “Exchange Offer”), receipt of which is hereby acknowledged, the aggregate principal amount of Old Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

DESCRIPTION OF OLD NOTES TENDERED
	Certificate	Aggregate
Name(s) and Address(es) of	Number(s)	Principal Amount	Principal Amount
Registered Holder(s)	(if available)	Represented	Tendered*
	Total:
* Unless otherwise indicated, the Holder will be deemed to have tendered the full aggregate principal amount represented by such Old Notes. Tenders of Old Notes will be accepted only in minimum denominations of $2,000 and in integral multiples of $1,000.
o  Check here if tendered Old Notes will be delivered by book-entry transfer and complete the following:

The Depository Trust Company Account Number: 

      All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death, incapacity, bankruptcy or dissolution of the undersigned and every obligation of the undersigned hereunder shall be binding upon the undersigned’s heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives.

2

PLEASE COMPLETE AND SIGN BELOW

Signature(s): 

Must be signed by the registered holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become registered holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title and submit proper evidence satisfactory to the Issuers of the signatory’s authority to so act.

Dated: 

Name(s):

(Please Print)

Capacity:

Address:

Telephone Number with Area Code:

GUARANTEE OF DELIVERY

(Not to be used for signature guarantee)

     The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an “eligible guarantor institution,” including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities broker, government securities broker or government securities dealer; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association (each of the foregoing being referred to as an “Eligible Institution”), hereby guarantees to deliver to the Exchange Agent at its address set forth herein the Old Notes tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such Old Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer), together with one or more properly completed and duly executed Letter(s) of Transmittal or facsimiles thereof (or a properly transmitted Agent’s Message in the case of a tender through DTC’s Automated Tender Offer Program (“ATOP”)), with any required signature guaranteed, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the date of execution of this Notice of Guaranteed Delivery.

     The undersigned acknowledges that it must deliver the Letter(s) of Transmittal or facsimile thereof (or a properly transmitted Agent’s Message in the case of tender through ATOP) and the Old Notes tendered hereby to the Exchange Agent (or a properly transmitted confirmation of book-entry transfer in the case of a book-entry transfer of such Old Notes to the Exchange Agent’s account at DTC) within the time period set forth above and failure to do so could result in a financial loss to the undersigned.

Name of Institution	Authorized Signature
Address Line 1	Title
Address Line 2
Area Code and Telephone Number	Date

Do not send Old Notes with this form. Old Notes should be sent to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal.

3 EX-99.3 38 g03376exv99w3.htm EX-99.3

EXHIBIT 99.3

NOTICE TO INVESTORS

Reynolds American Inc.

Offer to Exchange Up to the Aggregate Principal Amounts of the Series of Old Notes

Issued by Reynolds American Inc. Shown Below For Newly Issued Series of Notes of Reynolds American Inc. Which Have Been Registered Under the Securities Act of 1933

Aggregate
Principal
Amount	Series of Old Notes	Old Notes CUSIP Nos.		Series of New Notes	Maturity Date
$625,000,000	7.250% Senior Secured Notes due 2013		761713 AA 4 U8001F AA 3	7.250% Senior Secured Notes due 2013	June 1, 2013
$775,000,000	7.625% Senior Secured Notes due 2016		761713 AB 2 U8001F AB 1	7.625% Senior Secured Notes due 2016	June 1, 2016
$250,000,000	7.750% Senior Secured Notes due 2018		761713 AC 0 U8001F AC 9	7.750% Senior Secured Notes due 2018	June 1, 2018
$236,449,000	6.500% Senior Secured Notes due 2007		761713 AG 1 U8001F AD 7	6.500% Senior Secured Notes due 2007	June 1, 2007
$185,731,000	7.875% Senior Secured Notes due 2009		761713 AJ 5 U8001F AE 5	7.875% Senior Secured Notes due 2009	May 15, 2009
$299,265,000	6.500% Senior Secured Notes due 2010		761713 AL 0 U8001F AF 2	6.500% Senior Secured Notes due 2010	July 15, 2010
$367,927,000	7.250% Senior Secured Notes due 2012		761713 AN 6 U8001F AG 0	7.250% Senior Secured Notes due 2012	June 1, 2012
$199,445,000	7.300% Senior Secured Notes due 2015		761713 AQ 9 U8001F AH 8	7.300% Senior Secured Notes due 2015	July 15, 2015

This offer will expire at 5:00 p.m., New York City time, on                             , 2006 unless extended (the “Expiration Date”). Withdrawal rights for the acceptances of the Exchange Offer will expire at that time unless the Expiration Date is extended.

To our clients:

     Enclosed for your consideration is a Prospectus, dated                   , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a form of Letter of Transmittal (the “Letter of Transmittal”) relating to the offer by Reynolds American Inc. (the “Company”) and R. J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, Conwood Holdings, Inc., Santa Fe Natural Tobacco Company, Inc., Lane, Limited, RJR Acquisition Corp., FHS, Inc., R. J. Reynolds Tobacco Co., GMB, Inc. Conwood Company, LLC, Conwood Sales Co., LLC, Scott Tobacco LLC, RJR Packaging, LLC, R. J. Reynolds Global Products, Inc. and Rosswil LLC (together with the Company, the “Issuers”) to exchange up to the aggregate principal amounts of each series of old notes of the Company (the “Old Notes”) listed in the table above for the newly issued series of notes issued by the Company (the “New Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus is a part, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal (which together constitute the “Exchange Offer”). As set forth in the Prospectus, the terms of the New Notes are identical in all material respects to those of the Old Notes, except for transfer restrictions, registration rights and rights to additional interest that do not apply to the New Notes. The Exchange Offer is subject to a condition. See “The Exchange Offer — Condition” in the Prospectus. The Old Notes may be tendered only in minimum denominations of $2,000 and in integral multiples of $1,000.

     We have forwarded this material to you as the beneficial owner of Old Notes carried by us for your account or benefit but not registered in your name. A tender of any Old Notes may only be made by us as the registered holder and pursuant to your instructions.

     We request instructions as to whether you wish us to tender any or all such Old Notes held by us for your account or benefit, pursuant to the terms and conditions set forth in the Exchange Offer. We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to exchange your Old Notes.

      Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer expires at 5:00 p.m., New York City time, on                , 2006, unless extended. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date.

      Your attention is directed to the following:

      1. The Exchange Offer is for the exchange of $1,000 principal amount of the New Notes for each $1,000 principal amount of Old Notes, in minimum denominations of $2,000 increased in multiples of $1,000. The terms of the New Notes are identical in all material respects to the Old Notes, except that the New Notes will not contain certain transfer restrictions relating to the Old Notes and will not contain certain provisions relating to an increase in the interest rate under certain circumstances relating to, among other things, the timing of the Exchange Offer.

      2. The Issuers have agreed to pay the expenses of the Exchange Offer.

      3. Each holder who tenders its Old Notes (a “Holder”) for exchange will not be required to pay any transfer taxes, except that Holders who instruct the Issuers to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering Holder, will be responsible for paying any applicable transfer tax.

      4. Pursuant to the Letter of Transmittal, each Holder will represent, warrant to, and agree with, the Issuers that:

      (i) the New Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the Holders or any beneficial owner of the Old Notes tendered;

      (ii) neither the Holder nor any beneficial owner of the Old Notes tendered is engaged in, intends to engage in, or has any arrangement or understanding with any person or entity to participate in, a distribution of the New Notes within the meaning of the Securities Act;

      (iii) neither the Holder nor any beneficial owner of the Old Notes tendered is an “affiliate” of any of the Issuers within the meaning of Rule 405 promulgated under the Securities Act;

      (iv) if the Holder or any beneficial owner of the Old Notes tendered is a broker-dealer, neither such Holder nor any such beneficial owner purchased the Old Notes directly from the Company for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act;

      (v) if the Holder or any beneficial owner of the Old Notes tendered is a broker-dealer, the Holder will further represent, warrant and agree that, if it or such other beneficial owner will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making or other trading activities, the Holder or such beneficial owner will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of New Notes received in the Exchange Offer; provided, however, that, by acknowledging that such Holder or such beneficial owner, as such a broker-dealer, will deliver, and by delivering, a Prospectus meeting the requirements of the Securities Act in connection with any resale of New Notes, such Holder or such beneficial owner will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act; and

      (vi) the Holder is not acting on behalf of any person or entity that could not truthfully make the foregoing representations, warranties and agreements.

      The Exchange Offer is not being made to (nor will tenders be accepted from or on behalf of) Holders residing in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

2

      If you wish to exchange any or all of your Old Notes held by us for your account or benefit, please so instruct us by completing, executing and returning to us the instruction form that appears below. The accompanying Letter of Transmittal is furnished to you for informational purposes only and may not be used by you to exchange Old Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS FROM CLIENT:

      The undersigned acknowledge(s) receipt of your letter and the enclosed material referred to therein relating to the Exchange Offer of the Issuers.

      THIS WILL INSTRUCT YOU TO EXCHANGE THE AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES INDICATED BELOW (OR, IF NO AGGREGATE PRINCIPAL AMOUNT IS INDICATED BELOW, ALL OLD NOTES) HELD BY YOU FOR THE ACCOUNT OR BENEFIT OF THE UNDERSIGNED, PURSUANT TO THE TERMS OF AND CONDITIONS SET FORTH IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

o Please TENDER my Old Notes held by you for the account or benefit of the undersigned. I have identified on a signed schedule attached hereto the principal amount of Old Notes to be tendered if I wish to tender less than all of my Old Notes.

o Please DO NOT TENDER my Old Notes held by you for the account of the undersigned.

Signature(s)

Please print name(s) here

Please type or print address

Area Code and Telephone Number

Date:                                                                                                    , 2006

Taxpayer Identification or

Social Security Number

My Account Number with You

Unless otherwise indicated, it will be assumed that all of your Old Notes are to be exchanged.

3 EX-99.4 39 g03376exv99w4.htm EX-99.4

EXHIBIT 99.4

NOTICE TO BROKER DEALERS

Reynolds American Inc.

Offer to Exchange Up to the Aggregate Principal Amounts of the Series of Old Notes Issued by Reynolds American Inc. Shown Below For Newly Issued Series of Notes of Reynolds American Inc. Which Have Been Registered Under the Securities Act of 1933

Aggregate
Principal
Amount	Series of Old Notes	Old Notes CUSIP Nos.	Series of New Notes	Maturity Date
$625,000,000	7.250% Senior Secured Notes due 2013	761713 AA 4 U8001F AA 3	7.250% Senior Secured Notes due 2013	June 1, 2013
$775,000,000	7.625% Senior Secured Notes due 2016	761713 AB 2 U8001F AB 1	7.625% Senior Secured Notes due 2016	June 1, 2016
$250,000,000	7.750% Senior Secured Notes due 2018	761713 AC 0 U8001F AC 9	7.750% Senior Secured Notes due 2018	June 1, 2018
$236,449,000	6.500% Senior Secured Notes due 2007	761713 AG 1 U8001F AD 7	6.500% Senior Secured Notes due 2007	June 1, 2007
$185,731,000	7.875% Senior Secured Notes due 2009	761713 AJ 5 U8001F AE 5	7.875% Senior Secured Notes due 2009	May 15, 2009
$299,265,000	6.500% Senior Secured Notes due 2010	761713 AL 0 U8001F AF 2	6.500% Senior Secured Notes due 2010	July 15, 2010
$367,927,000	7.250% Senior Secured Notes due 2012	761713 AN 6 U8001F AG 0	7.250% Senior Secured Notes due 2012	June 1, 2012
$199,445,000	7.300% Senior Secured Notes due 2015	761713 AQ 9 U8001F AH 8	7.300% Senior Secured Notes due 2015	July 15, 2015

                    , 2006

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

     Enclosed for your consideration is a Prospectus, dated                   , 2006 (as the same may be amended or supplemented from time to time, the “Prospectus”) and a form of Letter of Transmittal (the “Letter of Transmittal”) relating to the offer by Reynolds American Inc. (the “Company”) and R. J. Reynolds Tobacco Holdings, Inc., R. J. Reynolds Tobacco Company, Conwood Holdings, Inc., Santa Fe Natural Tobacco Company, Inc., Lane, Limited, RJR Acquisition Corp., FHS, Inc., R. J. Reynolds Tobacco Co., GMB, Inc. Conwood Company, LLC, Conwood Sales Co., LLC, Scott Tobacco LLC, RJR Packaging, LLC, R. J. Reynolds Global Products, Inc. and Rosswil LLC (together with the Company, the “Issuers”) to exchange up to the aggregate principal amounts of each series of old notes of the Company (the “Old Notes”) listed in the table above for the newly issued series of notes issued by the Company (the “New Notes”), which have been registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement of which the Prospectus is a part, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal (which together constitute the “Exchange Offer”). As set forth in the Prospectus, the terms of the New Notes are identical in all material respects to those of the Old Notes, except for transfer restrictions, registration rights and rights to additional interest that do not apply to the New Notes. Old Notes may only be tendered in minimum denominations of $2,000 and in integral multiples of $1,000.

     We are asking you to contact your clients for whom you hold Old Notes registered in your name or in the name of your nominee. In addition, we ask you to contact your clients who, to your knowledge, hold Old Notes registered in their own name. The Issuers will not pay any fees or commissions to brokers, dealers or other persons for soliciting exchanges of the Old Notes pursuant to the Exchange Offer. You will, however, be reimbursed by the Issuers for customary mailing and handling expenses incurred by you for forwarding any of the enclosed materials to your clients. Holders who tender their Old Notes for exchange will not be required to pay any transfer taxes, except that holders who instruct the Issuers to register New Notes in the name of, or request that Old Notes not tendered or not accepted in the Exchange Offer be returned to, a person other than the registered tendering holder, will be responsible for paying any applicable transfer tax.

     Enclosed herewith for your information and forwarding to your clients are copies of the following documents:

      1. the Prospectus, dated                     , 2006;

      2. a Letter of Transmittal for your use in the exchange of Old Notes and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to exchange the Old Notes;

      3. a form of letter which may be sent to your clients for whose accounts you hold Old Notes registered in your name or in the name of your nominee, with space provided for obtaining such client’s instructions with regard to the Exchange Offer;

      4. a Notice of Guaranteed Delivery; and

      5. a return envelope addressed to The Bank of New York Trust Company, N.A., Exchange Agent.

      Your prompt attention is requested. We urge you to contact your clients as promptly as possible. Please note the Exchange Offer will expire at 5:00 p.m., New York City time, on                               , 2006, unless extended. Please furnish copies of the enclosed materials to those of your clients for whom you hold Old Notes registered in your name or your nominee as quickly as possible.

      In most cases, exchanges of Old Notes accepted for exchange pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (a) certificates representing such Old Notes, (b) a properly completed and duly executed Letter of Transmittal (or facsimile thereof) with any required signature guarantees, and (c) any other documents required by the Letter of Transmittal.

      If holders of Old Notes wish to tender, but it is impracticable for them to forward their certificates for Old Notes prior to the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be made according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

      The Exchange Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Old Notes residing in any jurisdiction in which the making of the Exchange Offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction.

      Questions and requests for assistance with respect to the Exchange Offer or for copies of the Prospectus and Letter of Transmittal may be directed to the Exchange Agent at its address set forth in the Prospectus.

      Nothing contained herein or in the enclosed documents shall cause you or any other person to be deemed to be the agent of the Issuers, or any affiliate thereof, or of the Exchange Agent, or any affiliate thereof, or authorize you or any other person to give any information or make any representation on behalf of any of them with respect to the Exchange Offer other than the enclosed documents and the statements contained therein.

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EX-99.3

Ex-99.3

EX-99.4

Ex-99.4