0000950144-05-000920 Sample Contracts

REYNOLDS AMERICAN INC
Reynolds American Inc • February 7th, 2005 • Cigarettes

As consideration for your entering into the Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement, attached hereto as Exhibit A and made a part of this document, you will be eligible for special severance and certain change of control protections from Reynolds American Inc. (the “Company”), the terms and conditions of which are set forth below.

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Director and Officer Indemnification Agreement • February 7th, 2005 • Reynolds American Inc • Cigarettes • North Carolina

This Director and Officer Indemnification Agreement, dated as of July 30, 2004, as amended on February 2, 2005 (this “Agreement”), is made by and between Reynolds American Inc., a North Carolina corporation (the “Company”), and the person whose name is set forth on the signature page hereto under the caption “Indemnitee” (“Indemnitee”).

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