8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) February 20, 2008

Reynolds American Inc.

(Exact Name of Registrant as Specified in its Charter)

North Carolina
(State or Other Jurisdiction
of Incorporation) 1-32258
(Commission
File Number) 20-0546644
(IRS Employer
Identification No.)

401 North Main Street,
Winston-Salem, NC 27101
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: 336-741-2000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 Entry into a Material Definitive Agreement.

     In 2002, R. J. Reynolds Tobacco C.V., an indirect wholly owned subsidiary of RAI and referred to as RJRTCV, and an affiliate of Gallaher Group Plc, referred to as Gallaher, formed a joint venture, with each party owning a 50% membership interest. The joint venture, R. J. Reynolds-Gallaher International Sarl, marketed American-blend cigarettes primarily in Italy, France and Spain.

     On April 18, 2007, an affiliate of Japan Tobacco Inc. acquired Gallaher, and Gallaher subsequently notified RJRTCV that the acquisition constituted a change of control of Gallaher within the meaning of the joint venture agreement. Pursuant to the terms of the joint venture agreement, RJRTCV elected to terminate the joint venture prior to its expiration date. The joint venture terminated on December 31, 2007.

     The joint venture agreement provides that upon a termination of the joint venture, the value of all of the trademarks each joint venture member or its affiliate licensed to the joint venture (other than Natural American Spirit) would be calculated and that the party whose licensed trademarks were determined to be of greater value would be required to pay the other party an amount, referred to as the Termination Amount, equal to one-half of the difference between the values of the parties’ respective trademarks. On February 20, 2008, following the parties’ negotiations regarding the trademarks’ values, RJRTCV and Gallaher Limited, an affiliate of Gallaher Group Plc, entered into a Valuation Payment Settlement Agreement, referred to as the Settlement Agreement, pursuant to which Gallaher Limited agreed to pay RJRTCV a Termination Amount equal to Euros 265,000,000 (approximately $387,562,500). The Settlement Agreement provides that 40% of the Termination Amount, Euros 106,000,000 (approximately $155,025,000), will be paid to RJRTCV on or before April 20, 2008, and the remaining 60% of the Termination Amount will be paid to RJRTCV in six equal annual installments of Euros 26,500,000 (approximately $38,756,250), commencing April 2009. Gallaher Limited’s obligations under the Settlement Agreement have been guaranteed by JT International Holding B.V., an affiliate of Gallaher Limited, pursuant to a Guarantee dated February 20, 2008.

     The dollar values set forth above reflect a Euros-to-dollars exchange rate of 1.4625, calculated the morning of February 20, 2008. Copies of the Settlement Agreement and the Guarantee of JT International Holding B.V. are attached to this Report as Exhibits 10.1 and 10.2, respectively.

ITEM 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Number		Exhibit
	10.1	Valuation Payment Settlement Agreement dated February 20, 2008, by and between R. J. Reynolds Tobacco C.V. and Gallaher Limited
	10.2	Guarantee of JT International Holding B.V. dated February 20, 2008

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REYNOLDS AMERICAN INC.
By:	/s/ McDara P. Folan, III
	Name:	McDara P. Folan, III
	Title:	Senior Vice President, Deputy General Counsel and Secretary

Date: February 21, 2008

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EX-10.1

Exhibit 10.1

VALUATION PAYMENT
SETTLEMENT AGREEMENT

This Agreement is made on 20 February 2008

Between

(1) R.J. Reynolds tobacco C.V., a limited partnership organised under the law of The Netherlands (Reynolds); and

(2)	Gallaher limited, a company incorporated in England and Wales with company number 1501573 and having its registered office at Members Hill, Brooklands Road, Weybridge, Surrey KT13 0QU, England (Gallaher),
	each a Party and together the Parties.

Recitals

(A) R.J. Reynolds Tobacco Holdings, Inc., the parent company of Reynolds, and Gallaher Group plc, the parent company of Gallaher, are parties to a Joint Venture Participation Agreement dated 19 June 2002 pursuant to which R.J. Reynolds — Gallaher International Sàrl (RGI), a Swiss limited liability company, was formed to conduct the manufacturing, marketing, distribution and sale of American Blend cigarette products in specified territories.

(B) Pursuant to a Limited Liability Company Agreement dated 12 July 2002 (the LLC Agreement), Gallaher (Austria) GmbH and Reynolds agreed terms relating to the management and operation of RGI on the basis that each member of RGI or its affiliates would by 12 July 2002 have licensed or sub-licensed to RGI various trademarks and associated rights for use on American Blend cigarettes in specified territories.

(C) Under Trade Mark Licences dated 12 July 2002, the Parties licensed or sub-licensed various trademarks and associated rights owned by them to RGI (the Trade Mark Licences).

(D) The Parties entered into a License Buyout Agreement dated 12 July 2002, as subsequently amended on 1 March 2004, (the LBA), pursuant to which they agreed a mechanism for payment of an amount from one Party to the other calculated by reference to the relative aggregate Valuations of each Party’s trademarks and associated rights licensed or sub-licensed to RGI under the Trade Mark Licences.

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(E) Reynolds served notice of termination of the LLC Agreement on 15 May 2007 specifying the effective date of termination as 30 November 2007, which became the Valuation Date under the LBA.

(F) Following exchange of the Valuations on 29 January 2008 and subsequent negotiations in accordance with the provisions of the LBA, the Parties have agreed on the amount of the Valuation Payment due under the LBA and on the identity of the paying Party and wish to record the terms of their agreement on a binding basis in this Agreement.

(G) The Parties have agreed to enter into this Agreement in consideration of the mutual covenants and other valuable consideration set out below.

1. Definitions and interpretation

1.1 In this Agreement, the following terms shall have the following meaning:

(a) Agreement means this agreement as may be amended in writing by or on behalf of the Parties from time to time.

(b) Claim means any or all claims, potential claims, counterclaims, potential counterclaims, rights of set-off, indemnities, challenges, causes of action, rights or interests of any kind or nature whatsoever (including Claims for interest or costs), whether known or unknown, suspected or unsuspected, however and whenever arising and in whatever capacity and jurisdiction, whether secured, proprietary, and whether by way of contribution or subrogation or otherwise, and whether direct or indirect, oral or written, foreseen or unforeseen, known or unknown, latent or patent, actual or potential, present or future and howsoever arising.

(c) Effective Date means the date appearing at the head of this Agreement.

(d) Valuation Payment Sum means the sum of €265,000,000 (two hundred and sixty five million Euros) payable by Gallaher to Reynolds in accordance with clauses 2 and 3 of this Agreement.

1.2 Terms used but not otherwise defined in this Agreement shall have the meanings given to them in the LBA and the LLC Agreement.

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1.3 For the purposes of clauses 2 and 5 of this Agreement, any reference to any Party includes any parents, subsidiaries, affiliates, assigns, successors, transferees, representatives, principals, agents, officers or directors of that Party.

1.4 Save where the context requires otherwise, clause headings are for convenience only and shall not be taken into account in the interpretation of this Agreement.

2. Full and final settlement

2.1 Subject to the terms of this Agreement, Reynolds accepts payment of the Valuation Payment Sum in full and final settlement of Gallaher’s obligations under the LBA.

2.2 Each Party releases and discharges the other Party from liability for any and all Claims arising out of or in any way relating to, whether contractual, tortious or other in respect of, the LBA, save in relation to enforcement of obligations arising under this Agreement.

3. Payment Details

3.1 Subject to clause 3.4 below, by 4pm London time on 20 April 2008, Gallaher shall initiate the transmission of payment to Reynolds the sum of €106,000,000 (one hundred and six million Euros) representing 40% (forty per cent) of the Valuation Payment Sum.

3.2 Subject to clause 3.4 below, by the dates and times specified in (a)-(f) below, Gallaher shall initiate the transmission of payment to Reynolds the sum of €26,500,000 (twenty six million and five hundred thousand Euros), each payment representing 10% (ten per cent) of the Valuation Payment Sum.

(a)	4pm London time on 20 April 2009;
(b)	4pm London time on 20 April 2010;
(c)	4pm London time on 20 April 2011;
(d)	4pm London time on 20 April 2012;

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(e)	4pm London time on 20 April 2013; and
(f)	4pm London time on 20 April 2014.

3.3 Payments under clauses 3.1 and 3.2 shall be made by bank transfer to the account nominated in writing by Reynolds (such notification to be provided to Gallaher by fax (attention: Lorenzo Pillinini) at fax number +44 1932 372 571 not later than 30 (thirty) days prior to the date by which transmission of the relevant payment is to be initiated by Gallaher in accordance with clause 3.1 or 3.2). In the absence of such notification, payments shall be made to the account to which payment was last made under this Agreement.

3.4 All sums payable under clauses 3.1 and 3.2 shall be paid free and clear of any deductions, withholdings, set offs or counterclaims whatsoever, except any deduction or withholding which may be required by law in relation to any tax, in which case Gallaher:

(a) shall ensure that the amount by which the payment is reduced (the Required Amount) does not exceed the minimum legally required;

(b) shall account in full for the Required Amount to the relevant taxation or other competent authority on or before its due date; and

(c) shall provide to Reynolds on or before such due date an official receipt of the relevant taxation or other competent authority for the Required Amount or if such receipts are not issued by the authority concerned a certificate of deduction or equivalent evidence relating to the Required Amount.

4. Termination of the LBA

4.1 The Parties agree that the LBA will automatically terminate on the Effective Date.

5. Confidentiality

5.1 Each Party agrees that it shall keep this Agreement confidential and shall not disclose this Agreement or otherwise make any announcement or disclosure in connection with the existence or subject matter of this Agreement or the substance of

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negotiations in connection with it (the Confidential Information), without the prior written consent of the other Party, provided however that the obligation under this clause shall not apply if and to the extent that:

(a) such announcement or disclosure is required by any law or regulation or by any court, stock exchange or any regulatory, governmental, antitrust body or tax authority, provided that in such circumstances the Parties shall, as appropriate and to the extent reasonably practicable and legally permissible, consult with each other in advance of any such announcement or disclosure as to the proposed form, timing and content of the announcement or disclosure; or

(b) the Confidential Information is disclosed to the Parties’ legal or financial advisers, where it is reasonably required for the purposes of exercising the rights or performing the obligations under this Agreement or of complying with announcements or disclosures required by sub-paragraph (a) of this clause 5.1 and the advisers are informed of the confidential nature of the disclosure; or

(c) the Confidential Information has come into the public domain other than through its fault (or that of its representatives).

5.2 The Parties hereby agree to take all reasonable steps to make their employees and agents aware of the terms of this clause and to ensure compliance with such terms.

6. Conflicts between this Agreement and the License Buyout Agreement

6.1 In the case of any conflict between the terms of the LBA and the terms of this Agreement, the terms of this Agreement shall prevail.

7. Successors and Assigns

7.1 This Agreement shall be binding upon and inure for the benefit of each Party’s successors and assigns.

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8. Representations and Warranties

8.1 Each Party represents and warrants that the person signing on its behalf has the authority to execute this Agreement and bind that Party.

8.2 Each Party represents and warrants that it has not previously assigned any Claim or cause of action belonging to it, or which it has had the right to assert on behalf of others or that could have been asserted which arose out of or in connection with the LBA or out of the subject matter of the LBA or this Agreement.

8.3 Neither Party makes any representation or warranty, express or implied, other than those made in this clause 8.

9. No rights of rescission or termination

9.1 Neither Party shall be entitled to rescind or terminate this Agreement in any circumstances whatsoever (whether before or after termination of the LBA) for breach of any of the obligations under this Agreement, other than pursuant to any such rights which arise in respect of fraudulent misrepresentation.

10. Entire Agreement

10.1 Each Party confirms that this Agreement constitutes the entire agreement and understanding between the Parties in connection with the settlement of any and all matters arising under or in connection with or out of the subject matter of the LBA or this Agreement.

10.2 Each Party confirms that it is not relying upon any statement or representation made by and on behalf of any of the other Parties, whether or not in writing, at any time prior to execution of this Agreement which is not expressly set out herein. Each Party expressly agrees that it will not have any right of action in relation to any statement or representation, whether oral or written, made by or on behalf of any of the other Parties in the course of any negotiations which preceded the execution hereof, unless such statements or representations were made fraudulently.

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11. Contracts (Rights of Third Parties) Act 1999

11.1 The Parties agree that the terms of this agreement are not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999.

12. Variation

12.1 No amendment of this Agreement shall be valid unless it is in writing and duly executed by or on behalf of each of the Parties.

13. Invalidity

13.1 Each of the provisions of this Agreement is severable. If any such provision is held to be or becomes invalid or unenforceable in any respect under the law of any jurisdiction, it shall have no effect in that respect and the Parties shall use all reasonable efforts to replace it in that respect with a valid and enforceable substitute provision the effect of which is as close to its intended effect as possible.

14. Further assurances

14.1 The Parties shall perform (or procure the performance of) all further acts and things and execute and deliver (or procure the execution and delivery of) such further documents as may be required by law or as may be necessary or reasonably required to implement and give effect to this Agreement and to terminate the LBA.

15. Counterparts

15.1 This Agreement may be executed in any number of counterparts, and all of such counterparts taken together, shall be deemed to constitute one and the same instrument.

16. Governing Law

16.1 This Agreement shall be governed by and be construed in accordance with English law. Any dispute arising out of or in connection with, or concerning the carrying into effect of, this Agreement shall be subject to the exclusive jurisdiction of the High Court of England, and the parties hereby submit to the exclusive jurisdiction of that court for these purposes.

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IN WITNESS of which the Parties have executed this Agreement on the date first mentioned above.

R.J. REYNOLDS TOBACCO C.V.

By: R. J. REYNOLDS GLOBAL PRODUCTS, INC., Its General Partner

by /s/ McDara P. Folan, III

Name: McDara P. Folan, III
Position: Director and Secretary

by /s/ Godefridus Vranken

Name: Godefridus Vranken
Position: Director
for and on behalf of GALLAHER LIMITED

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EX-10.2

Exhibit 10.2

GUARANTEE OF JT INTERNATIONAL HOLDING B.V.

This Deed of Guarantee (this “Guarantee”), is made and entered into as of 20 February 2008 by JT International Holding B.V., a company organized under the laws of The Netherlands (the “Guarantor”), in favor of R. J. Reynolds Tobacco C.V., a limited partnership organized under the laws of The Netherlands (together with its successors and assigns, the “Guaranteed Party”).

1. Guarantee.

a)	To induce the Guaranteed Party to enter into the Valuation Payment Settlement Agreement made on 20 February 2008 with Gallaher Limited, a corporation organized under the laws of England and Wales (together with its successors and assigns, “Gallaher”) (the “Agreement”), the Guarantor absolutely, unconditionally and irrevocably as a primary obligation guarantees to the Guaranteed Party the prompt payment when due, subject to any applicable grace period, of all payment obligations of Gallaher to the Guaranteed Party arising under the Agreement (the “Obligation”).
b)	The Guarantor agrees that, if and whenever Gallaher shall be in default in the payment when due of any amount payable under the Agreement, it shall pay all such amounts then payable by Gallaher, as though the Guarantor instead of Gallaher was expressed to be the principal debtor under the Agreement.
c)	The obligations and liabilities of the Guarantor to the Guaranteed Party under this Guarantee are as principal obligor and not merely as surety, with the intention that, if any amount guaranteed under this Guarantee is not recoverable on the basis of a guarantee, it will be recoverable on the basis of an indemnity.
d)	Notwithstanding anything herein to the contrary, the Guarantor shall not at any time be required to make payment under this Guarantee in excess of the amount then outstanding as due and payable under the Agreement, taking account of any and all payments received by the Guaranteed Party under the Agreement or this Guarantee as at that date.

2. Nature of Guarantee.

a)	The Guarantor’s obligations hereunder are continuing obligations and shall not be affected by (i) the existence, validity, enforceability, perfection or extent of any collateral therefore, (ii) any enforcement of, or failure to enforce any of, the provisions of the Agreement, (iii) the liquidation, dissolution, reconstruction or amalgamation or bankruptcy of Gallaher or the Guarantor, or (iv) by any other circumstance relating to the Obligation that might otherwise constitute a legal or equitable discharge of, or defense to, the Guarantor not available to Gallaher.
b)	The Guarantor agrees that the Guaranteed Party may resort to the Guarantor for payment of the Obligation whether or not the Guaranteed Party shall have resorted to any collateral therefore or shall have enforced the Agreement or proceeded against Gallaher with respect to the Obligation.
c)	The Guaranteed Party shall not be obligated to file any claim relating to the Obligation in the event that Gallaher becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder.
d)	This Guarantee shall remain in full force and effect and shall be binding on the Guarantor until the Obligation has been satisfied in full. In the event that any payment to the Guaranteed Party in respect of the Obligation is rescinded or must otherwise be returned

	for any reason whatsoever, the Guarantor shall remain liable hereunder with respect to such Obligation as if such payment had not been made.
e)	The Guarantor reserves the right to (i) set-off against any payment owing hereunder any amounts due and owing by the Guaranteed Party to Gallaher; and (ii) assert defenses which Gallaher may have to payment of any Obligation other than defenses arising from the bankruptcy or insolvency of Gallaher and other defenses expressly waived hereby.

3. Changes in Obligation, Collateral therefore and Agreements Relating thereto; Waiver of Certain Notices. The Guarantor agrees that the Guaranteed Party may at any time and from time to time, either before or after the maturity thereof, without notice to or further consent of the Guarantor, agree to amendments or variations to the Agreement, extend the time of payment of, exchange or surrender any collateral for, or renew the Obligation, and may also make any agreement with Gallaher for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Gallaher, without in any way impairing or affecting this Guarantee. The Guarantor waives notice of the acceptance of this Guarantee and of the Obligation.

4. Subrogation. Upon payment of the Obligation in full (but not otherwise), the Guarantor shall be subrogated to the rights of the Guaranteed Party against Gallaher with respect to such Obligation, and the Guaranteed Party agrees to take at the Guarantor’s expense such steps as the Guarantor may reasonably request to implement such subrogation.

5. No Waiver; Cumulative Rights. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time.

     6. Representations and Warranties. The Guarantor hereby represents and warrants that:

a)	the Guarantor has full corporate power to execute, deliver and perform this Guarantee;
b)	the execution, delivery and performance of this Guarantee have been and remain duly authorized by all necessary corporate action and do not contravene any provision of the Guarantor’s certificate of incorporation or by-laws, as amended to date, or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor; and
c)	this Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws of affecting creditors’ rights generally.

7. Notices. All notices, requests, demands, or other communications sent under this Guarantee by one party to the other party are to be sent by overnight courier or facsimile addressed to the party at the addresses or facsimile number set forth below or to such other address or number as a party has designated by written notice given to the other party. All notices are effective when received. The parties agree that service of any process, summons, notice or documents in compliance with this Section 7 shall be effective service of process for any action, suit or proceeding brought against a party in any court. Absent a notice designating another address or facsimile number, the addresses and facsimile numbers shall be as follows:

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If to Guarantor, to:

JT International Holding B.V.
Vreelandsweg 46
1216 CH Hilversum
The Netherlands
Attention: Chief Financial Officer
Fax: +31 35 622 2890

With a copy to:

JT International S.A.
1, Rue de la Gabelle
1211 Geneva 26
Switzerland
Attention: Senior Vice President Legal Regulatory Affairs and Compliance
Fax: +41 22 703 0604

If to Guaranteed Party, to:

R. J. Reynolds Tobacco C. V.
Atrium Building 5^th Floor
Strawinskylaan 3501
1077 ZX Amsterdam
The Netherlands
Fax: +31 (20) 710 5001

With a copy to:

Reynolds American Inc.
401 N. Main Street
Winston-Salem, NC 27101
Attention: General Counsel
Fax: (336) 741-2998

8. Amendment. This Guarantee will not be amended without the written consent of each of the parties hereto.

9. Third Party Rights. No Person who is not a party to this Guarantee shall have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Guarantee.

10. Whole Agreement.

a)	This Guarantee contains the entire understanding between the parties and supersedes any prior understanding and agreements between them respecting the within subject matter. There are no agreements, arrangements, or understandings, oral or written, between and among the parties relating to the subject matter of this Guarantee that are not set forth or expressly referred to herein.
b)	Notwithstanding Section 10(a), each party acknowledges that it has not been induced to enter into this Guarantee by any representation or warranty other than those contained in this Guarantee and, having negotiated and freely entered into this Guarantee, agrees that it shall have no remedy in respect of any other such representation or warranty except in the

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case of fraud. Each party acknowledges that its legal advisers have explained to it the effect of this Section 10.

11. Severability. If any provision of this Guarantee shall be held to be unlawful, the same shall be deemed to be deleted from this Guarantee, but this Guarantee shall remain in full force and effect as if the deleted provision had never been contained in it. The parties shall negotiate in good faith as to the terms of a mutually acceptable and satisfactory provision in place of any deleted provision, and if such terms shall be agreed, this Guarantee shall be amended accordingly.

12. Successors and Assigns. The provisions of this Guarantee are binding upon, and inure to the benefit of, the parties and their respective successors and authorized assigns. None of the rights or obligations of either party may be assigned to any other person or entity except with the written consent of the other party (such consent not to be unreasonably withheld).

13. Waivers. No waiver by either party of any of the provisions of this Guarantee will be effective unless explicitly set forth in writing and executed by that party. Any waiver by either party of a breach of this Guarantee will not operate or be construed as a waiver of any subsequent breach.

14. Headings. The Section and other headings in this Guarantee are for convenience of reference only and are not to affect its meaning, interpretation or construction.

15. Counterparts. This Guarantee and any amendment may be executed in multiple counterparts, each of which is an original and all of which constitute one agreement or amendment, as the case may be, notwithstanding that each of the parties are not signatories to the original or the same counterpart, or that signature pages from different counterparts are combined, and the signature of any party to any counterpart is a signature to and may be appended to any other counterpart.

16. Governing Law. This Guarantee shall be governed by, and construed in accordance with, the laws of England.

17. Resolution of Disputes. Any dispute arising out of or in connection with, or concerning the carrying into effect of, this Guarantee shall be referred to and finally resolved by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force (which Rules are deemed to be incorporated by reference into this Section 17). The number of arbitrators shall be three. One arbitrator shall be appointed by each of the Guaranteed Party and the Guarantor and the two arbitrators so appointed shall appoint the third arbitrator. In the event that the two arbitrators fail to agree on the identify of the third arbitrator, such arbitrator shall be appointed by the International Court of Arbitration of the International Chamber of Commerce. The seat, or legal place, of the arbitration shall be Dublin, Ireland. The language to be used in the arbitral proceedings shall be English and the award will be made in English.

IN WITNESS WHEREOF, this Guarantee has been duly executed and delivered by the Guarantor to the Guaranteed Party as of the date first above written.

JT INTERNATIONAL HOLDING B.V.

By:	/s/ Pierre de Labouchére	By:	/s/ Yasushi Shingai
Name:	Pierre de Labouchére	Name:	Yasushi Shingai
Title:	Director	Title:	Director

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Accepted and Agreed:

R. J. REYNOLDS TOBACCO C.V.

By: R. J. REYNOLDS GLOBAL PRODUCTS, INC., Its General Partner

By:	/s/ McDara P. Folan, III
Name:	McDara P. Folan, III
Title:	Director and Secretary

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