R.J. REYNOLDS TOBACCO HOLDINGS, INC. Issuer, R. J. REYNOLDS TOBACCO COMPANY, as Guarantor RJR ACQUISITION CORP., as Guarantor and THE BANK OF NEW YORK, as Trustee INDENTURE dated as of MAY 20, 2002Rj Reynolds Tobacco Holdings Inc • May 21st, 2002 • Cigarettes • New York
AMONGCredit Agreement • March 1st, 2001 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
SECOND 1995 AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
AMENDED AND RESTATED EMPLOYMENT AGREEMENT --------------------Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • Delaware
DISTRIBUTION AGREEMENT dated as of May 12, 1999Distribution Agreement • August 1st, 2001 • Rj Reynolds Tobacco Holdings Inc • Cigarettes
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 7th, 2000 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • Delaware
EXHIBIT 10.4 FIRST AMENDMENT TO THE CREDIT AGREEMENT FIRST AMENDMENT, dated as of July 12, 1999, among RJ REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a RJR NABISCO, INC.), a Delaware corporation (the "Borrower") and the lending institutions party to the...Credit Agreement • August 16th, 1999 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
EXHIBIT 1.2 Underwriting AgreementUnderwriting Agreement • May 21st, 2002 • Rj Reynolds Tobacco Holdings Inc • Cigarettes
January 21, 1998 H. John Greeniaus Dear John: This letter agreement (the "Agreement") by and among RJR Nabisco Holdings Corp., RJR Nabisco, Inc. (collectively, "RJR Nabisco"), Nabisco Holdings Corp., Nabisco, Inc. (collectively, "Nabisco"), (RJR...Letter Agreement • May 15th, 1998 • RJR Nabisco Inc • Cigarettes
AGREEMENTAgreement • August 16th, 1999 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • North Carolina
DATE OF GRANT:Stock Option Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers
WITNESSETHAgreement and Plan of Merger • November 3rd, 2000 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • Delaware
EXHIBIT 10.1 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 1st, 2002 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
Exhibit 10.2 SIXTH AMENDMENT TO THE 3 YEAR CREDIT AGREEMENT NINTH AMENDMENT TO THE 364 DAY CREDIT AGREEMENT SIXTH AMENDMENT, dated as of June 8, 1998, among RJR NABISCO HOLDINGS CORP., a Delaware corporation ("Holdings"), RJR NABISCO, INC., a Delaware...RJR Nabisco Inc • August 14th, 1998 • Cigarettes • New York
November 1, 1995 [FirstName] [LastName] Dear [AName]: RJR Nabisco Holdings Corp. ("Holdings") and RJR Nabisco, Inc. (the "Company") consider it essential to the best interests of Holdings' stockholders to foster the continuous employment of key...RJR Nabisco Inc • February 22nd, 1996 • Cookies & crackers • New York
EXHIBIT 10.3 PLEDGE AGREEMENT PLEDGE AGREEMENT, dated as of July 15, 2003 (as amended, modified or supplemented from time to time, the "Agreement"), made by each of the undersigned (together with any other entity that becomes a party hereto pursuant...Pledge Agreement • August 8th, 2003 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
EXHIBIT 10.5 R.J. REYNOLDS TOBACCO HOLDINGS, INC. 1999 LONG TERM INCENTIVE PLAN -------------------------------- RESTRICTED STOCK AGREEMENT ------------------------------- DATE OF GRANT: JULY 26, 2002 W I T N E S S E T H: 1. Grant of Restricted Stock....Restricted Stock Agreement • August 1st, 2002 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • Delaware
CREDIT AGREEMENT AMONGAssignment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
1990 RJR NABISCO HOLDINGS CORP. LONG-TERM INCENTIVE PLAN RESTRICTED STOCK PROGRAM RESTRICTED STOCK UNIT AGREEMENT _____________________________________ DATE OF GRANT: March 24, 1997 W I T N E S S E T HRJR Nabisco Inc • May 13th, 1997 • Cigarettes • Delaware
R.J. REYNOLDS TOBACCO HOLDINGS, INC. EQUITY INCENTIVE AWARD PLAN FOR DIRECTORS OF R.J. REYNOLDS TOBACCO HOLDINGS, INC. AND SUBSIDIARIESStock Option Agreement • August 16th, 1999 • Rj Reynolds Tobacco Holdings Inc • Cigarettes
EXHIBIT 10.1 THIRD AMENDMENT AND CONSENT TO THE CREDIT AGREEMENT THIRD AMENDMENT, dated as of [_______], 2000, among R.J. REYNOLDS TOBACCO HOLDINGS, INC. (f/k/a/ RJR NABISCO, INC.), a Delaware corporation (the "Borrower") and lending institutions...Credit Agreement • August 7th, 2000 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
INDENTURERj Reynolds Tobacco Holdings Inc • May 19th, 1999 • Cigarettes • New York
dated as of May 17, 1999 betweenRights Agreement • June 16th, 1999 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
EXHIBIT 1.1 UNDERWRITING AGREEMENT R.J. REYNOLDS TOBACCO HOLDINGS, INC. Unconditionally Guaranteed by R. J. Reynolds Tobacco Company and RJR Acquisition Corp. Debt Securities Underwriting Agreement Standard Provisions From time to time, R.J. Reynolds...Underwriting Agreement • May 21st, 2002 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
dated as of March 9, 1999,Purchase Agreement • May 28th, 1999 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
W I T N E S S E T HRJR Nabisco Inc • May 15th, 1998 • Cigarettes
AMONGCredit Agreement • March 14th, 1997 • RJR Nabisco Inc • Cigarettes • New York
Exhibit 10.39 EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT by and among RJR Nabisco Holdings Corp., a Delaware corporation ("Holdings"), RJR Nabisco, Inc., a Delaware corporation and a direct subsidiary of Holdings (the "Company") and...Employment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
Exhibit 4.2 FIRST SUPPLEMENTAL INDENTURE This First Supplemental Indenture, dated as of June 30, 2003 (this "First Supplemental Indenture"), among GMB, Inc. ("GMB"), FHS, Inc. ("FHS"), R. J. Reynolds Tobacco Co. ("Reynolds Tobacco"), Santa Fe Natural...First Supplemental Indenture • August 8th, 2003 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • New York
RECITALSEmployment Agreement • May 15th, 1998 • RJR Nabisco Inc • Cigarettes • New York
EMPLOYMENT AGREEMENT -------------------- THIS AGREEMENT by and among RJR Nabisco Holdings Corp., aEmployment Agreement • February 22nd, 1996 • RJR Nabisco Inc • Cookies & crackers • New York
RECITALSTax Sharing Agreement • August 7th, 2000 • Rj Reynolds Tobacco Holdings Inc • Cigarettes
Exhibit 2.4 AMENDMENT No. 1, dated as of January 9, 2004 (this "Amendment"), to the STOCK PURCHASE AGREEMENT, dated as of October 27, 2003 (the "Agreement"), among AMERICAN CIGARETTE COMPANY OVERSEAS B.V., a private company with limited liability...Stock Purchase Agreement • March 5th, 2004 • Rj Reynolds Tobacco Holdings Inc • Cigarettes
Exhibit 10.15 AGREEMENT, made as of June 14, 1999, among WACHOVIA BANK, N.A., hereinafter called "the Trustee", and R. J. REYNOLDS TOBACCO COMPANY, hereinafter referred to as the "Company"; R E C I T A L S: WHEREAS, a Master Trust Agreement was...Agreement • August 16th, 1999 • Rj Reynolds Tobacco Holdings Inc • Cigarettes • North Carolina
EXHIBIT 10.7 June 6, 2003 Mr. Richard H. Bogan 3171 Allerton Lake Drive Winston-Salem, NC 27106 Dear Richard: Upon notification by R. J. Reynolds Tobacco Holdings, Inc., your employer, that your active employment is coming to an end, this letter...Rj Reynolds Tobacco Holdings Inc • August 8th, 2003 • Cigarettes • North Carolina
