S-4

As filed with the Securities and Exchange Commission on December 7, 2005

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

R.J. Reynolds Tobacco Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	2111	56-0950247
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

401 North Main Street

Winston-Salem, NC 27101

(336) 741-5500

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

SEE TABLE OF ADDITIONAL REGISTRANTS

Charles A. Blixt, Esq.

President

R.J. Reynolds Tobacco Holdings, Inc.

401 North Main Street

Winston-Salem, NC 27102-2866

(336) 741-5500

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

Copies to:

McDara P. Folan, III Esq.
Senior Vice President and Secretary
R.J. Reynolds Tobacco Holdings, Inc.
401 North Main Street
Winston-Salem, NC 27102-2866
(336) 741-5500 Elizabeth G. Wren, Esq.
Kilpatrick Stockton LLP
Suite 2500, 214 North Tryon St.
Charlotte, NC 28202-2381
(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

			Proposed Maximum	Proposed Maximum
Title of Each Class of Securities		Amount to be	Offering Price Per	Aggregate Offering	Amount of
to be Registered		Registered	Unit(1)	Price(1)	Registration Fee
6.500% Secured Notes due 2010		$300,000,000	100%	$300,000,000	$35,310
Guarantees of 6.500% Secured Notes due 2010		—	—	—	(2)
7.300% Secured Notes due 2015		$200,000,000	100%	$200,000,000	$23,540
Guarantees of 7.300% Secured Notes due 2015		—	—	—	(2)
	Total	$500,000,000	100%	$500,000,000	$58,850

(1)

Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(f) promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 457(p) of the Securities Act, the entire amount of the $58,850 registration fee payable in connection with this registration statement is being offset with a portion of the unused registration fee associated with a registration statement on Form S-3 (Registration No. 333-58386) originally filed on April 6, 2001. This reduces the unused portion of the registration fee for the prior registration statement to $222,715.

(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

		Primary
		Standard				Address, Including Zip Code,
	State or Other	Industrial		I.R.S.		and Telephone Number,
Exact Name of Additional	Jurisdiction of	Classification		Employer		Including Area Code, of
Registrant as Specified	Incorporation or	Code		Identification		Registrant’s Principal
in its Charter	Organization	Number		Number		Executive Offices
Reynolds American Inc.	North Carolina		2111		20-0546644	401 North Main Street Winston-Salem, NC 27101 (336) 741-5500
R. J. Reynolds Tobacco Company	North Carolina		2111		73-1695305	401 North Main Street Winston-Salem, NC 27101 (336) 741-5500
RJR Acquisition Corp.	Delaware		2111		13-3490602	1201 North Market Street Suite 1702 Wilmington, DE 19801 (302) 425-3550
R. J. Reynolds Tobacco Co.	Delaware		2111		66-0285918	401 North Main Street Winston-Salem, NC 27101 (336) 741-5500
FHS, Inc.	Delaware		2111		51-0380116	1201 North Market 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) 741-5500
GMB, Inc.	North Carolina		2111		56-1972826	Jefferson Square, Suite 10 153 Jefferson Church Road King, NC 27021 (336) 741-5500

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 December 7, 2005

PROSPECTUS

$500,000,000

OFFER TO EXCHANGE

$300,000,000 aggregate principal amount of 6.500% Secured Notes due 2010 that have been registered under the Securities Act of 1933 for any and all outstanding

6.500% Secured Notes due 2010

and

$200,000,000 aggregate principal amount of 7.300% Secured Notes due 2015 that have been registered under the Securities Act of 1933 for any and all outstanding

7.300% Secured Notes due 2015

     R.J. Reynolds Tobacco Holdings, Inc. is offering to exchange, upon the terms and conditions set forth in this prospectus, up to $300 million aggregate principal amount of its currently outstanding 6.500% Secured Notes due 2010, and $200 million aggregate principal amount of its currently outstanding 7.300% Secured Notes due 2015, issued on June 29, 2005, in a private offering exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, for newly issued notes with materially identical terms, except that the new notes have been registered under the Securities Act and will not have transfer restrictions, registration rights or certain rights to additional interest that the outstanding notes have. In this prospectus, we refer to the currently outstanding notes as the “outstanding notes” and the newly issued, registered notes as the “new notes.” Collectively, we refer to the outstanding notes and the new notes as the “notes.”

     Upon issuance, our obligations under the new notes will be fully and unconditionally guaranteed, jointly and severally, by our parent, Reynolds American Inc., and certain of our subsidiaries. We are pledging certain assets, as and to the extent described in this prospectus, to secure our obligations under the new notes. The guarantors also will secure their guarantees of the new notes with certain of their assets as and to the extent described in this prospectus. The new notes and the related guarantees will be unsubordinated obligations of R.J. Reynolds Tobacco Holdings, Inc. and the guarantors and will rank equally in right of payment with all existing and future unsubordinated obligations of R.J. Reynolds Tobacco Holdings, Inc. and the guarantors.

     Material terms of the exchange offer:

•  R.J. Reynolds Tobacco Holdings, Inc. will issue new notes in exchange for all outstanding notes validly tendered and not properly withdrawn prior to the expiration of the exchange offer.

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

•  The exchange offer will expire at 5:00 p.m., New York City time, on February   , 2006, unless we extend it.

•  Tenders of outstanding notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the date the exchange offer expires.

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

•  The exchange of outstanding notes for new notes pursuant to the exchange offer will not be taxable for U.S. Federal income tax purposes.

•  We do not intend to apply for listing of the new notes on any securities exchange or for inclusion of the new notes in any automated quotation system. An active trading market for the new notes may not exist following the completion of the exchange offer.

     You should carefully consider the risk factors beginning on page 15 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 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 outstanding notes that were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 180 days after the expiration of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

This prospectus is dated                   , 2005

TABLE OF CONTENTS

	Page
SUMMARY		1
RISK FACTORS		15
FORWARD-LOOKING STATEMENTS		31
THE COMPANIES		33
RATIO OF EARNINGS TO FIXED CHARGES		35
USE OF PROCEEDS		35
CAPITALIZATION		35
SELECTED FINANCIAL DATA		36
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME		39
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		46
MANAGEMENT		114
THE EXCHANGE OFFER		120
DESCRIPTION OF THE NEW NOTES		131
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES		139
PLAN OF DISTRIBUTION		143
LEGAL MATTERS		144
EXPERTS		144
WHERE YOU CAN FIND MORE INFORMATION		145
INCORPORATION BY REFERENCE		145
Ex-3.3
Ex-3.4
Ex-3.5
Ex-3.6
Ex-3.7
Ex-3.8
Ex-3.9
Ex-3.10
Ex-3.11
Ex-3.12
Ex-3.13
Ex-3.14
Ex-3.15
Ex-3.16
Ex-4.19
Ex-4.20
Ex-5.1
Ex-12.1
Ex-23.1
Ex-23.2
Ex-24.1
Ex-25.1
Ex-25.2
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 other than those contained in this prospectus in connection with the offers contained herein 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.

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SUMMARY

      The following summary may not contain all the information that may be important to you. You should read the entire prospectus, as well as the information incorporated by reference herein, before making an investment decision.

      In this prospectus, references to “RJR,” “we,” “us” and “our” mean R.J. Reynolds Tobacco Holdings, Inc., the issuer of the notes; references to “RAI” mean Reynolds American Inc., the parent of RJR and a guarantor of the notes; references to the “new 6.500% notes” mean the 6.500% Secured Notes due 2010 offered hereby and registered under the Securities Act of 1933, referred to as the Securities Act; references to “new 7.300% notes” mean the 7.300% Secured Notes due 2015 offered hereby and registered under the Securities Act; references to “outstanding 6.500% notes” mean the 6.500% Secured Notes due 2010 originally issued on June 29, 2005, in a private offering and references to “outstanding 7.300% notes,” mean the 7.300% Secured Notes due 2015 originally issued on June 29, 2005, in a private offering. The new 6.500% notes and the new 7.300% notes are referred to collectively as the “new notes,” and the outstanding 6.500% notes and outstanding 7.300% notes are referred to collectively as the “outstanding notes.”

      The financial data used in this prospectus are derived from the financial statements of RAI and its subsidiaries, including RJR, on a consolidated basis. RAI is the direct parent company of RJR. RAI and certain of RJR’s subsidiaries will fully and unconditionally, jointly and severally, guarantee RJR’s obligations under the new notes. RJR and these guarantors also will secure their obligations under the new notes and related guarantees with certain of their assets as and to the extent described in this prospectus.

The Companies

General

      Our direct, wholly owned operating subsidiary, R. J. Reynolds Tobacco Company, is the second largest cigarette manufacturer in the United States. Its largest selling cigarette brands, CAMEL, KOOL, DORAL, WINSTON and SALEM, were five of the ten best-selling brands of cigarettes in the United States in 2004 and 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.

Recent Developments

Business Combination

      Prior to July 30, 2004, RJR was a publicly traded holding company. RAI was incorporated as a holding company in 2004 to facilitate the transactions to combine the U.S. assets, liabilities and operations of Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation and referred to as B&W, an indirect, wholly owned subsidiary of British American Tobacco p.l.c, referred to as BAT, with R. J. Reynolds Tobacco Company, a direct, wholly owned operating subsidiary of RJR. Prior to the business combination, B&W was the third largest cigarette manufacturer and marketer in the U.S. Also as part of the business combination, RAI acquired an indirect subsidiary of BAT, Cigarette Manufacturers Supplies, Inc., referred to as CMSI, which owns all the capital stock of Lane Limited, referred to as Lane. The business combination occurred on July 30, 2004.

      In connection with the business combination, RJR became a direct, wholly owned subsidiary of RAI, and RAI replaced RJR as the publicly traded entity. In addition, among other transactions related to the business combination, an entity was incorporated that acquired directly the U.S. assets, liabilities and operations of B&W and into which R. J. Reynolds Tobacco Company was merged. This new entity, which also is named R. J. Reynolds Tobacco Company, is a direct, wholly owned operating subsidiary of RJR. References in this prospectus to RJR Tobacco prior to July 30, 2004, relate to R. J. Reynolds Tobacco Company, a New Jersey corporation and a wholly owned subsidiary of RJR. References in this prospectus to RJR Tobacco on and subsequent to July 30, 2004, relate to the combined U.S. assets, liabilities and operations of B&W and R. J. Reynolds Tobacco Company. Concurrent with the completion of the

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business combination, RJR Tobacco became a North Carolina corporation, and an indirect, wholly owned operating subsidiary of RAI.

Marketing Strategy

      At the beginning of 2005, RJR Tobacco implemented a new brand portfolio strategy. The new strategy established 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 over time. ECLIPSE, a full-price brand of cigarettes that primarily heats rather than burns tobacco, also is a selective support brand. The remaining non-support brands are managed to maximize short-term profitability. RJR Tobacco expects that, over time, this focused portfolio strategy will result in growth in its total market share, as gains on investment brands offset declines among other brands.

Litigation Update

      Various legal proceedings, including litigation claiming that lung 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 or its affiliates, including RAI and RJR, or its indemnitees, including B&W. In connection with the business combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W, RJR Tobacco agreed to indemnify B&W and its affiliates against, among other things, any litigation liabilities, costs and expenses incurred by B&W or its affiliates arising out of the U.S. cigarette and tobacco business of B&W. During the third quarter of 2005, 16 tobacco-related cases were served against RJR Tobacco or its affiliates or indemnitees. As of October 14, 2005, 1,329 tobacco-related cases were pending against these entities: 1,316 in the United States (including 1,009 individual smoker cases pending in a West Virginia state court as a consolidated action); seven in Puerto Rico; one in Israel; four in Canada; and one in the U.S. Virgin Islands. Of the 1,329 total cases, 38 cases were pending against B&W that are not also pending against RJR Tobacco. The U.S. case number does not include the 2,650 Broin II cases pending as of October 14, 2005, 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 September 30, 2004, 1,330 cases were pending against RJR Tobacco or its affiliates or indemnitees, including B&W, and on September 30, 2003, 1,595 cases were pending against RJR Tobacco or its affiliates or indemnitees, not including B&W, in each case excluding the Broin II cases. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Litigation Affecting the Cigarette Industry.”

      In November 1998, the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, entered into the Master Settlement Agreement, referred to as 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 $2.5 billion, $1.8 billion and $2.0 billion in 2002, 2003 and 2004, 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 business combination, will exceed $2.7 billion in 2005, $2.6 billion in each of 2006 and 2007 and $2.7 billion thereafter, subject to adjustment as discussed elsewhere herein. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Litigation Affecting the Cigarette Industry — Governmental Health-Care Cost Recovery Cases.”

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The Exchange Offer

Background	On June 29, 2005, RJR issued and sold the outstanding 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 this sale of the outstanding notes, RJR and the guarantors of RJR’s obligations under the outstanding notes entered into a registration rights agreement with the initial purchasers pursuant to which RJR and the guarantors agreed, among other things, to complete this exchange offer within 240 days following the issuance of the outstanding notes. See “The Exchange Offer — Purpose and Effect of the Exchange Offer.”
Exchange Offer	In order to satisfy the obligations of RJR and the guarantors under the registration rights agreement with respect to the exchange offer, RJR is hereby offering to exchange, upon the terms and conditions set forth in this prospectus, up to $300 million aggregate principal amount of the outstanding 6.500% notes and $200 million aggregate principal amount of the outstanding 7.300% notes for newly issued notes with materially identical terms, except that the new notes have been registered under the Securities Act and will not have transfer restrictions, registration rights or certain rights to additional interest that the outstanding notes have. See “The Exchange Offer — Terms of the Exchange Offer.”
	If the exchange offer is not completed by February 24, 2006, then we will pay additional interest to the holders of the outstanding 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 outstanding 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.
	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 RJR or a guarantor;

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	• if you are a broker-dealer, you did not purchase your outstanding notes directly from RJR 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 outstanding 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 Outstanding Notes” and “— Resale of the New Notes.”
	If you hold outstanding 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 outstanding 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, 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 outstanding 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 prospectus delivery requirements of the Securities Act in order to resell the outstanding notes.
	If you are a broker-dealer that has received new notes for your own account in exchange for outstanding 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

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	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 February      , 2006, or a later date and time to which RJR extends it. RJR 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 outstanding 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 outstanding notes being tendered for exchange. See “The Exchange Offer — Condition.”
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender those outstanding notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender those outstanding 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 outstanding notes, either make appropriate arrangements to register ownership of the outstanding 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 Outstanding Notes.”
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the applicable 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 outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under “The Exchange Offer — Guaranteed Delivery Procedures.”

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Acceptance of Outstanding Notes and Delivery of New Notes	Subject to the satisfaction or waiver of the condition to the exchange offer as discussed above, RJR will accept for exchange any and all outstanding 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 outstanding 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 Outstanding Notes.”
Federal Income Tax Considerations	The exchange of outstanding 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 Outstanding Notes	If you are eligible to participate in the exchange offer and you do not tender your outstanding notes, or your tendered outstanding notes are not accepted for exchange, following the completion of the exchange offer, your outstanding notes will remain outstanding and continue to accrue interest in accordance with their terms, but will not retain any rights under the registration rights agreement and will continue to be subject to the existing restrictions on transfer. In general, the outstanding 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, RJR will have no further obligation to provide for the registration under the Securities Act of the outstanding notes. In addition, the trading market for the outstanding notes will become more limited to the extent holders of outstanding 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.
Exchange Agent	The Bank of New York 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.

The New Notes

General	The form and terms of the new notes will be identical in all material respects to the form and terms of the outstanding notes, except that the new notes:
	• have been registered under the Securities Act;

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	• will not bear restrictive legends restricting their transfer under the Securities Act;
	• will not entitle holders to the registration rights that apply to the outstanding notes; and
	• will not contain provisions relating to additional interest in connection with the outstanding notes under circumstances related to the timing of the exchange offer.
Issuer	R.J. Reynolds Tobacco Holdings, Inc.
Maturity Dates	The new 6.500% notes will mature on July 15, 2010, and the new 7.300% notes will mature on July 15, 2015.
Interest Payment Dates	January 15 and July 15 of each year.
Interest on the New Notes	The new notes will bear interest from the most recent interest payment due to which interest has been paid on the outstanding notes or, if no interest has been paid, from the original date on which the outstanding notes were issued. Holders of outstanding 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 the outstanding 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 outstanding notes in the exchange offer.
Guarantees	Payment of the new notes will be fully and unconditionally guaranteed, jointly and severally, by RAI and by certain direct and indirect subsidiaries of RJR, all of which also currently guarantee the obligations of RJR under its revolving credit facility and under most of RJR’s existing notes, including the outstanding notes. Any guarantor that is released from its guarantee under RJR’s revolving credit facility also will be automatically released from its guarantee of the new notes and of RJR’s currently guaranteed existing notes, including the outstanding notes. See “Description of the New Notes — The Guarantees.”
Security	The new notes and related guarantees will be secured by the stock of RJR and the subsidiary guarantors and certain of their subsidiaries, indebtedness of subsidiaries of RJR and the guarantors (to the extent owed to RJR or a guarantor) and principal property (as defined in the indenture governing the new notes) of RJR and the subsidiary guarantors as and to the extent described herein. These assets constitute a portion of the security for the obligations of RJR and the guarantors under RJR’s revolving credit facility (which is secured by substantially all the assets of these entities) and secure most of RJR’s existing notes, including the outstanding notes, and related guarantees. If these assets are no longer pledged as security for the obligations of RJR and the guarantors under RJR’s revolving credit facility (or any other indebtedness) for any reason, generally, they will be released automatically as security for the new notes and the

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	guarantees thereof and for RJR’s currently existing secured notes, including the outstanding notes.
	Under the terms of RJR’s current revolving credit facility, generally, the security for the obligations thereunder will be automatically released at such time, if any, as certain debt of RJR is rated investment grade by each of Moody’s Investors Service, Inc., referred to as Moody’s, and Standard & Poor’s Rating Services, referred to as S&P. In addition, whether or not there is any change in the rating of any debt of RJR, the lenders under the revolving credit facility 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 the revolving credit facility and the new notes without obtaining any consent or approval from any holders of the new notes.
	RJR intends to seek the release of the stock in one or more of the entities that is currently pledged as collateral for the revolving credit facility; should such stock be released it will not secure the new notes. See “Description of the New Notes — Security for the Notes and Related Guarantees.”
Ranking	The new notes will be the unsubordinated obligations of RJR and will rank:
	• equally in right of payment with RJR’s existing and future unsubordinated obligations and, while secured, equally in right of security to the extent the assets securing such obligations, and the priority of the security interest therein, are the same as the assets, and such priority, securing RJR’s other secured obligations. As of September 30, 2005, RJR had unsubordinated obligations of $2.684 billion (including current liabilities, intercompany obligations, the outstanding notes in the aggregate principal amount of $500 million and $190 million aggregate principal amount of RJR’s 7.75% notes due 2006, referred to as the 2006 notes, that mature in May 2006, and will be paid at maturity utilizing proceeds remaining from RJR’s sale of the outstanding notes). Of such amount, $1.476 billion is secured by a first priority security interest ($1.45 billion of which is secured with the assets that will secure the new notes, and $26 million of which is secured with these and other assets);
	• senior to any existing and future subordinated obligations from time to time of RJR. As of September 30, 2005, RJR had no subordinated indebtedness; and
	• structurally subordinated to the obligations of any non-guarantor subsidiaries of RJR. As of September 30, 2005, RJR’s non-guarantor subsidiaries had obligations of $563 million.
	The guarantees related to the new notes will be unsubordinated obligations of the guarantors and will rank:
	• equally in right of payment with the existing and future unsubordinated obligations of the guarantors and, while

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	secured, equally in right of security to the extent the assets securing such guarantees, and the priority of the security interest therein, are the same as the assets, and such priority, securing such guarantors’ other secured obligations. As of September 30, 2005, the guarantors had unsubordinated obligations of $6.522 billion (including tobacco settlement and related accruals, current liabilities and intercompany obligations). In addition, as of September 30, 2005, the guarantors had unsubordinated obligations related to their guarantees of $1.64 billion of RJR’s obligations under its existing notes (including the outstanding notes and $190 million aggregate principal amount of 2006 notes that will be paid at maturity utilizing proceeds remaining from the sale of the outstanding notes). Of such amount, $1.476 billion is secured by a first priority security interest ($1.45 billion of which is secured with the assets that will secure their guarantees of the new notes, and $26 million of which is secured with these and other assets);
	• senior to any existing and future subordinated obligations from time to time of the guarantors. As of September 30, 2005, the guarantors did not have any obligations that will be subordinated to their guarantees of the new notes; and
	• structurally subordinated to all of the obligations of any non-guarantor subsidiaries of the guarantors. As of September 30, 2005, the guarantors’ non-guarantor subsidiaries had obligations of $563 million.
	See “Description of the New Notes — Ranking.”
	With respect to RAI’s financial statements, intercompany balances are eliminated upon consolidation. For a presentation of the financial information pursuant to Rule 3-10 of Regulation S-X for RAI, RJR’s subsidiaries guaranteeing the notes and non-guarantor subsidiaries, see note 12 to the condensed consolidated financial statements included in RAI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, referred to as RAI’s September 30, 2005, Form 10-Q.
Redemption	At our option, we may redeem any or all of the new notes, in whole or in part, at any time, subject to the payment of a “make-whole” premium, as described under the heading “Description of the New Notes — Optional Redemption.”
Covenants	The indenture governing the new notes contains covenants that, with certain exceptions, restrict the ability of RJR 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 or assets.

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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 whether 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.

Current Indebtedness

      As of September 30, 2005, RJR had existing notes, including the outstanding notes, in the aggregate principal amount of approximately $1.729 billion. Of this $1.729 billion, $500 million in outstanding notes and $750 million in additional existing notes were issued under RJR’s indenture dated as of May 20, 2002, as amended; $390 million in existing notes were issued under RJR’s indenture dated as of May 15, 1999, as amended (including $190 million aggregate principal amount of 2006 notes that will be paid at maturity utilizing proceeds remaining from the sale of the outstanding notes); and $89 million in existing notes were issued under RJR’s indenture dated as of July 24, 1995, as amended. The new notes also will be issued pursuant to RJR’s 2002 indenture. The terms of the 2002 indenture and 1999 indenture are substantially the same, except that the $190 million aggregate principal amount of 2006 notes do not have the benefit of certain restrictive covenants and an event of default in the 1999 indenture.

      The initial guarantors of the new notes are the same entities that currently guarantee RJR’s existing notes under its 2002 indenture and 1999 indenture, including the outstanding notes, and the assets that will be pledged by RJR and the guarantors to secure the new notes and the related guarantees are also currently pledged to secure the outstanding notes and the other existing notes and related guarantees outstanding under the 2002 and 1999 indentures (other than the $190 million in existing 2006 notes, which are not secured). RJR’s obligations under the $89 million aggregate principal amount of its existing notes issued under the 1995 indenture are not guaranteed or secured.

      In addition, RJR currently has a $486 million revolving credit facility. As of September 30, 2005, RJR had $26 million in letters of credit outstanding under the credit facility, and the remaining $460 million of the credit facility was available for borrowing. The initial guarantors of the new notes are the same entities that currently guarantee RJR’s obligations under this facility, and RJR and the guarantors have currently pledged substantially all their assets, including the assets that will secure their obligations under the new notes, to secure their obligations under this facility. Pursuant to documents relating to the revolving credit facility, in the event of RJR’s exposure under any hedging arrangement with a lender under the credit facility, RJR’s obligations with respect to such hedging arrangement will be guaranteed by the same entities and secured by the same assets as under RJR’s revolving credit facility.

      The guarantees of and security for RJR’s obligations discussed above may be released under certain circumstances discussed in this prospectus. See “Risk Factors — Risks Related to the Notes” and “Description of the New Notes — The Guarantees” and “— Security for the New Notes and Related Guarantees.”

      RJR’s indentures do not restrict its ability to incur additional indebtedness. RJR’s revolving credit facility contains a general prohibition against RAI and RJR and its subsidiaries incurring additional indebtedness, except that RJR is permitted to incur indebtedness under its 2002 indenture, or under a new

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indenture having terms substantially identical to the 1999 and 2002 indentures, so long as this debt does not exceed $2 billion in the aggregate. In addition, RJR can incur debt in excess of this $2 billion in an amount of up to $750 million under such an indenture to the extent RJR has cash on its balance sheet equal to at least the amount of such additional indebtedness, and this cash is reserved for refinancing senior indebtedness.

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Organizational Structure

      The following is a summary organizational chart of RAI and its subsidiaries. RJR is the issuer of the outstanding notes and will be the issuer of the new notes. RJR’s parent, RAI, and certain of RJR’s direct and indirect subsidiaries will guarantee the new notes as shown in the chart below. RJR is a wholly owned subsidiary of RAI — that is, RAI owns 100% of the equity interests in RJR — and each guarantor other than RAI is wholly owned by its parent as shown in the chart below.

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Summary Selected Historical and Pro Forma Financial Data

      The summary selected historical consolidated financial data of RAI set forth below, other than the December 31, 2004, pro forma results of operations data, the information under the caption “Other Data” and the 2002 and September 30, 2004, 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, and of RAI and the acquired operations of B&W and Lane, a tobacco product manufacturer and distributor RAI acquired in connection with the business combination, subsequent to July 30, 2004.

      The following table also includes unaudited pro forma condensed consolidated statement of operations data that give effect to the business combination of the U.S. assets, liabilities and operations of B&W with RJR Tobacco as if the business combination occurred on January 1, 2004. The business combination was actually completed on July 30, 2004. You should read this unaudited pro forma statement of operations data in conjunction with “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 or financial position would have been if the business combination had actually occurred on January 1, 2004. In addition, this information is based on estimates and assumptions described in the notes accompanying such statement, which estimates have been made solely for the purpose of developing such pro forma information. The unaudited pro forma statement of operations data do not include any unrealized cost reductions expected to result from the business combination.

      You should read this summary selected financial data in conjunction with “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto incorporated by reference herein. All dollar amounts are in millions.

												Nine Months
												Ended
		Year Ended December 31,										September 30,
										2004
		2002			2003			2004		Pro Forma		2004			2005
										(Unaudited)
												(Unaudited)
Results of Operations:
	Net sales(1)	$	6,211		$	5,267		$	6,437	$	8,285	$	4,436		$	6,209
	Cost of products sold(1)(2)		3,732			3,218			3,872		5,024		2,647			3,736
	Selling, general and administrative expenses		1,463			1,327			1,455		1,926		970			1,175
	Loss on sale of assets		—			—			—		—		—			25
	Amortization expense		—			—			24		48		11			33
	Fixture impairment		—			106			—		—		—			—
	Restructuring and asset impairment charges		224			368			5		6		(25	)		(1	)
	Goodwill and trademark impairment charges		13			4,089			199		199		—			—
	Income (loss) from continuing operations		418			(3,689	)		627		746		562			745
	Net income (loss)		(44	)		(3,446	)		688		807		612			745
Other Data (unaudited):
	Ratio of earnings to fixed charges(3)		5.2			—			9.5		11.0		12.0			30.0
	Deficiency in the coverage of fixed charges by earnings before fixed charges(3)	$	—		$	(3,913	)	$	—	$	—	$	—		$	—

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		As of December 31,						As of September 30,
		2002		2003		2004		2004		2005
								(Unaudited)
Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	2,179	$	1,630	$	1,972	$	1,926	$	2,510
	Total current assets		3,992		3,331		4,624		4,608		4,834
	Property, plant and equipment, net		940		894		1,129		1,139		1,084
	Trademarks, net		2,085		1,759		2,403		1,759		2,390
	Goodwill, net		7,090		3,292		5,685		6,278		5,685
	Total assets		14,651		9,677		14,428		14,344		14,516
	Tobacco settlement and related accruals		1,543		1,629		2,381		2,319		2,174
	Total current liabilities		3,427		2,865		4,055		4,004		4,153
	Long-term debt, less current maturities		1,755		1,671		1,595		1,607		1,564
	Total liabilities		7,935		6,620		8,252		8,101		8,267
	Shareholders’ equity		6,716		3,057		6,176		6,243		6,249

											Nine Months
											Ended
		Year Ended December 31,									September 30,
		2002			2003			2004			2004			2005
											(Unaudited)
Cash Flow Data:
	Net cash flows from operating activities	$	489		$	581		$	736		$	489		$	851
	Net cash flows from (used in) investing activities(4)		(901	)		641			260			344			(663	)
	Net cash used in financing activities		(105	)		(1,122	)		(467	)		(304	)		(295	)

(1)	Historical net sales and cost of products sold exclude excise taxes of $1.3 billion and $1.6 billion for the nine months ended September 30, 2004 and 2005, respectively, and $1.8 billion, $1.6 billion and $1.9 billion for the years ended December 31, 2002, 2003 and 2004, respectively. Pro forma net sales and cost of products sold exclude excise taxes of $1.9 billion and $435 million for RJR Tobacco and B&W/Lane, respectively, for the year ended December 31, 2004.
(2)	Historical cost of products sold includes settlement expense, net of MSA Phase II growers’ liability, of $1.6 billion and $2.0 billion for the nine months ended September 30, 2004 and 2005, respectively. Historical cost of products sold includes federal tobacco buyout expense of $283 million for the nine months ended September 30, 2005. Historical cost of products sold includes settlement expense, net of MSA Phase II growers’ liability, of $2.5 billion, $1.9 billion and $2.2 billion for the years ended December 31, 2002, 2003 and 2004, respectively. Historical cost of products sold includes federal tobacco buyout expense of $70 million during 2004. Pro forma cost of products sold includes settlement expense of $2.2 billion and $548 million for RJR Tobacco and B&W/ Lane, respectively, for the year ended December 31, 2004. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Litigation Affecting the Cigarette Industry — Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tobacco Buyout Legislation.”
(3)	Earnings consist of income before income taxes and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt issuance costs and one-third of operating rental expense, representative of the interest factor.
(4)	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.

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RISK FACTORS

      In addition to the other information included or incorporated by reference in this prospectus, you are urged to consider carefully the matters described below in determining whether to participate in the exchange offer.

Risks Related to the Business

A $36.3 billion judgment was entered against RJR Tobacco and a $17.6 billion judgment was entered against B&W in Engle v. R. J. Reynolds Tobacco Co., Circuit Court, Miami-Dade County, Florida, filed May 5, 1994, referred to as Engle. Although this judgment was reversed by an intermediate appellate court, RJR Tobacco cannot predict the final outcome of the appellate process. If RJR Tobacco is unsuccessful in the appeal of these judgments, or the stay of the judgment is terminated or the Florida bonding cap statute is overturned, the Engle judgment would have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco, RJR and RAI and the ability of these entities to continue to operate.

      On November 6, 2000, the Circuit Court of Miami-Dade County, Florida, entered a judgment in favor of the plaintiffs against RJR Tobacco, B&W and the other cigarette manufacturer defendants in Engle. Engle is a class-action case on behalf of Florida residents and citizens and their survivors alleging personal injury or death due to their addiction to cigarettes containing nicotine. Under the court’s judgment, approximately $145 billion in punitive damages was awarded to the “Florida class” against all defendants, with approximately $36.3 billion being assigned to RJR Tobacco and approximately $17.6 billion being assigned to B&W. In addition, approximately $12.7 million in compensatory damages was awarded to the three named class representatives. The judgment also provides that the awards bear interest at the rate of 10% per year. The defendants, including RJR Tobacco and its indemnitee, B&W, each posted the statutorily required bond of $100 million in order to stay the judgment and filed a notice of appeal.

      Three of the defendants in Engle, other than RJR Tobacco and B&W, entered into agreements with the Engle class to deposit an additional $1.86 billion into separate escrow accounts to ensure that the stay of execution in effect pursuant to the Florida bond statute will remain in effect as to these three defendants throughout the appellate process, regardless of the results of a challenge, if any, to the Florida bonding cap statute. RJR Tobacco and B&W did not enter into a similar agreement with the Engle class.

      The Engle trial court did not consider compensatory damages for the estimated remaining 500,000 to 700,000 individual members of the Engle class, and there are significant legal and procedural issues related to the compensatory damages consideration. Any compensatory damages awarded would be in addition to the damages previously awarded.

      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 filed a notice seeking review by the Florida Supreme Court. On May 12, 2004, the Florida Supreme Court agreed to review the case. Oral argument occurred on November 3, 2004. Although RJR Tobacco believes it has substantial grounds to prevail on appeal, RJR Tobacco may not prevail on appeal. In addition, a court could strike down the Florida bonding cap statute, and the stay of the judgment could be lifted. Any requirement that RJR Tobacco pay all or a substantial portion of the punitive damages award would have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, RJR and RAI, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees of the notes. In addition, any such requirement would materially adversely affect the ability of RJR Tobacco, RJR and RAI to continue to operate.

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RJR Tobacco, RJR and RAI could be subject to substantial liabilities from tobacco-related cases.

      As of October 14, 2005, 1,329 tobacco-related cases were pending against RJR Tobacco or its affiliates, including RAI and RJR and its indemnitees, including B&W: 1,316 in the United States; seven in Puerto Rico; one in Israel; four in Canada; and one in the U.S. Virgin Islands. Of the 1,316 total cases, 38 cases are pending against B&W that are not also pending against RJR Tobacco, and approximately 1,009 have been consolidated for trial on some common related issues in West Virginia.

      In addition, approximately 2,650 cases filed by flight attendants alleging injury as a result of exposure to secondhand smoke in airline cabins are pending in Florida against RJR Tobacco or its affiliates or indemnitees. RJR Tobacco and B&W have prevailed in five of the first six flight attendant cases to be tried to verdict. 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.

      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 third quarter of 2005, 16 tobacco-related cases were served against RJR Tobacco or its affiliates or indemnitees. 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 RJR Tobacco’s results of operations, cash flows and financial condition and consequently, on RJR and 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 the 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, on RJR and RAI, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees 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, RJR and RAI to continue to operate.

      In accordance with applicable accounting principles, RAI and RJR Tobacco 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, when viewed on an individual basis, is not probable. RJR Tobacco and its affiliates believe that they have a number of valid defenses to the tobacco-related litigation claims against them, as well as valid bases for appeal of adverse verdicts against them. RAI, RJR Tobacco and their respective affiliates and indemnitees, have, through their counsel, filed pleadings and memoranda in pending tobacco-related litigation that set forth and discuss a number of grounds and defenses that they and their counsel believe have a valid basis in law and fact. Based on their experience in the tobacco-related litigation against them and the strength of the defenses available to them in such litigation, RJR Tobacco and its affiliates believe that their successful defense of tobacco-related litigation in the past will continue in the future. Therefore, no liability for pending smoking and health tobacco litigation currently is recorded in RAI’s consolidated financial statements. You should not infer from the absence of any such reserve in RAI’s financial statements that RAI will not be subject to significant tobacco-related liabilities in the future. In addition, RJR has liabilities totaling $96 million that were recorded in 1999 in connection with certain indemnification claims 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.

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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. Eleven such suits are pending against RJR Tobacco or its affiliates, including RAI and RJR, 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 bond. The plaintiffs appealed the judge’s decision to reduce the amount of the bond. In July 2003, the appeals court ruled that the trial judge exceeded his authority in reducing the bond and 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. The Price case remains in the Illinois Supreme Court.

      Although RJR Tobacco and RJR are not defendants in the Price case, they are defendants in a 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. On October 20, 2003, the trial judge ordered that the case be stayed for 90 days, or pending the result of the Price appeal. The order stated that a hearing would be held at the end of the 90 days to determine if the stay should be continued. However, on October 24, 2003, a justice on the Illinois Supreme Court ordered an emergency stay of all proceedings pending review by the entire Illinois Supreme Court of RJR Tobacco’s emergency stay/supremacy order request filed on October 15, 2003. On November 5, 2003, the Illinois Supreme Court granted RJR Tobacco’s motion for a stay pending the court’s final appeal decision in Price. B&W is a defendant in a similar class-action case, Howard v. Brown & Williamson Tobacco Corporation, also brought in Madison County, Illinois. On June 6, 2003, the trial judge issued an order staying all proceedings pending resolution of the Price case. The plaintiffs appealed this stay order to the Illinois Fifth District Court of Appeals, which heard oral argument on October 7, 2003. The Court of Appeals affirmed the Circuit Court’s stay order on August 19, 2005.

      In the event RJR Tobacco and its affiliates and indemnitees lose the Turner or Howard cases, 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, which could have a material adverse effect on RJR Tobacco’s and, consequently, RJR’s and RAI’s, results of operations, cash flows and financial condition, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees of the notes.

RJR Tobacco could be subject to substantial liabilities from claims asserted 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 United States 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 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

17

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 United States Court of Appeals for the District of Columbia ruled that disgorgement is not an available remedy in this case. This ruling limits the government’s potential remedies principally to forward-looking relief, including measures such as those already included in the MSA. The government’s petition for panel rehearing and for rehearing en banc was denied in April 2005. On July 18, 2005, the government filed a petition for writ of certiorari with the United States Supreme Court, which was denied on October 17, 2005. The bench (non-jury) trial began in September 2004, and closing arguments concluded June 10, 2005. Also on June 10, 2005, the judge ordered that the parties file a variety of post-trial submissions. On July 22, 2005, Judge Kessler granted a motion to intervene filed by six organizations, including the American Cancer Society, to allow them to “contribute their perspective on what appropriate and legally permissible remedies may be imposed should liability be found.” On August 15, 2005, the parties filed their proposed findings of fact. Post-trial briefing was completed on October 9, 2005. An adverse outcome in this case could have a material adverse effect on RJR Tobacco’s and, consequently, RJR’s and RAI’s, results of operations, cash flows and financial condition, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees 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 RJR Tobacco’s and, consequently, RJR’s and RAI’s, results of operations, cash flows and financial condition, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees 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 RJR and RAI.

      According to data from Information Resources, Inc./ Capstone Research Inc., collectively referred to as IRI, the combined share of RJR Tobacco and B&W of the U.S. cigarette retail market declined to 30.82% in 2004 from 32.09% in 2003 and 32.98% in 2002, continuing a trend in effect for several years. While RJR Tobacco expects this trend to continue for the medium term, at the beginning of 2005, RJR Tobacco implemented a new brand portfolio marketing strategy, discussed elsewhere in this prospectus, which RJR Tobacco expects, over a five to seven-year time frame, will result in growth in total RJR Tobacco market share. 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 RJR and RAI, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees of the notes. You should not rely on this market share data as being a precise measurement of actual market share because IRI 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.

      RAI believes deep-discount brands made by small manufacturers in recent years have proliferated and have increased their combined market share to approximately 15% of U.S. industry unit sales. Because these small manufacturers generally do not make payments under the MSA and other state settlement agreements to the same extent as the original participating manufacturers, these manufacturers have a substantial cost advantage over RJR Tobacco. In response to deep-discount pricing and other pricing pressures in the marketplace, such as increased cigarette state excise taxes, the major manufacturers have increased promotional spending significantly and, in some cases, lowered their wholesale list prices. These

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factors have had and could continue to have a material adverse effect on the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RJR and RAI, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees of the notes.

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

      On November 23, 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 $2.5 billion, $1.8 billion and $2.0 billion in 2002, 2003 and 2004, 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 business combination, will exceed $2.7 billion in 2005, $2.6 billion in each of 2006 and 2007 and $2.7 billion thereafter, subject to adjustment as discussed elsewhere herein. These payments make it difficult for RJR Tobacco to compete with certain manufacturers of deep-discount cigarettes. The manufacturers of deep discount brands are either subsequent participating manufacturers or non-participating manufacturers 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, in turn, may require higher levels of discounting and promotional support by RJR Tobacco as part of its efforts to defend its existing brands, attract adult smokers of competitive brands and launch new brands. RJR Tobacco cannot predict the impact on its future business, competitive position or results of operations of the MSA and other state settlement agreements, the business activity restrictions to which it is subject under these agreements, or the price increases that it may be required to make as a result of these agreements.

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 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 $10.1 billion, payable over ten years, including approximately $9.6 billion of fixed obligations and approximately $540 million resulting from 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 and scheduled to expire by the end of 2010 will be continued, 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 for 2005, $255 million for 2006 and $250 million per year thereafter. RAI’s operating subsidiaries have incurred $74 million and $81 million of expense for the three months and nine months ended September 30, 2005, respectively, related to assessments from quota tobacco stock liquidation. Of these amounts, approximately $20 million has been paid through the third quarter of 2005, and the remaining amount is scheduled to be paid, quarterly, by December 31, 2006. RAI’s operating subsidiaries estimate

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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 and expected cost savings on domestic leaf purchases as a result of the elimination of the tobacco quota program.

      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.

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 combination of RJR Tobacco and the U.S. assets, liabilities and operations of B&W on July 30, 2004, 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, RJR and RAI, the ability of RJR to make payments on the notes and the ability of RJR Tobacco and RAI to make payments pursuant to their guarantees of the notes.

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. In addition, in connection with the business combination, RAI entered into a non-competition agreement with BAT 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. Consequently, 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 RJR and RAI. 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 and 5.1% in 2003. In 2004, shipments declined 1.8% to 393.9 billion units.

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

      Television and radio advertisements of tobacco products have been prohibited since 1971. Under the MSA, 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 the targeting of youth in advertising, promotion or marketing of tobacco products. 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 RAI’s operating subsidiaries to launch new premium brands.

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The cigarette industry is subject to substantial and increasing regulation and taxation, which has a negative effect on sales volume and profitability.

      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 RJR and 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 excise taxes at levels ranging from $0.07 per pack in South Carolina to $2.46 in Rhode Island. During 2005, seven states increased their excise taxes. After consideration of these actions, the weighted average state cigarette excise tax per pack, calculated on a 12-month rolling average, is $0.774. Several states still have pending legislation proposing excise tax increases. RJR Tobacco expects state excise taxes to increase even further 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, RJR and RAI.

      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 and state legislation to regulate cigarettes. 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.

      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. In June 2000, the New York state legislature passed legislation charging the state’s Office of Fire Prevention and Control, referred to as the OFPC, with developing standards for “fire-safe” or self-extinguishing cigarettes. On December 31, 2003, OFPC 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, each of California and Vermont enacted fire-safe legislation of its own, adopting the same testing standard set forth in the OFPC regulations described above. This requirement will take effect in Vermont on May 1, 2006, and in California on January 1, 2007. 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.

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

      The cigarette 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.

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. 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.

      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 reduced risk product that is broadly acceptable to adult consumers in a cost-effective manner or at all. The costs associated with developing new products and technologies, as well as the inability to develop 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.

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 our operating subsidiaries could have a material adverse effect on the operations of our 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.

The integration of RJR Tobacco and B&W’s U.S. cigarette and tobacco business may not result in RAI’s realization of all of the anticipated benefits of the business combination.

      The business combination of RJR Tobacco and B&W’s U.S. cigarette and tobacco business, which occurred in July 2004, involves the integration of two businesses that previously operated independently, each with its own business, products, customers, employees, culture and systems. The ultimate success of the business combination will depend, in part, on the successful integration of the two businesses and realization of the anticipated synergies and cost savings from the integration. The integration is not fully complete, and there is no assurance that RAI will realize all of the anticipated benefits or achieve these benefits within the anticipated time frame. In addition, benefits actually realized in terms of cost savings may not offset the substantial costs incurred by RAI in connection with the business combination.

      The failure to timely and efficiently integrate RJR Tobacco and B&W’s U.S. cigarette and tobacco businesses could have a material adverse effect on the business, financial condition and operating results of RJR Tobacco and, consequently, of RJR and RAI.

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RJR Tobacco now 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 packaging costs and sales could be negatively affected.

      On May 2, 2005, RJR Tobacco and RJR Packaging, LLC, a wholly owned subsidiary of RJR Tobacco, referred to as 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 will supply RJR Tobacco with certain of its tobacco packaging materials requirements.

      As a result of the sale of RJR Packaging’s business and the supply agreements, RJR Tobacco is now dependent upon third parties for its packaging requirements. Now that RJR Tobacco no longer controls the supply of its packaging materials, the risks of an interruption in that supply, or a decline in the quality of the packaging materials, may have increased. If the supply of packaging materials is interrupted, RJR Tobacco’s own shipments of tobacco products could be materially slowed, which could decrease sales. A decline in the quality of the packaging materials could also negatively affect sales.

      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 at the same cost or quality as RJR Tobacco could obtain from the purchasers of the RJR Packaging business on a timely basis, if at all. If, as a result of securing an alternate supply of packaging materials, RJR Tobacco’s packaging costs increased, its profits could consequently decrease, or if RJR Tobacco were obliged to increase the price of its products to compensate for increased packaging costs, its sales could decrease. Sales could also be negatively affected if the quality of packaging from the alternate suppliers is inferior to the quality available from the purchasers of the RJR Packaging business.

      Any increase in RJR Tobacco’s packaging costs or decrease in its sales could materially adversely affect the results of operations, cash flows and financial condition of RJR Tobacco and, consequently, of RJR and RAI.

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

      In 2003, Moody’s and S&P downgraded their ratings of RJR’s long-term debt below investment grade. Because of these ratings, in the future RJR 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 RJR if its debt was rated investment grade. The downgrading of RJR’s debt in 2003 obligated RAI and certain of RJR’s subsidiaries to guarantee RJR’s obligations under RJR’s revolving credit facility and debt securities issued under RJR’s 1999 and 2002 indentures, and obligated RJR, RAI and these subsidiaries to pledge certain of their assets to secure their obligations under RJR’s revolving credit facility and these debt securities. The outstanding notes are, and the new notes will be, similarly guaranteed and secured. RJR’s below-investment grade credit rating may make it more difficult for RJR 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 RJR’s ratings decline further.

      RJR’s credit ratings are influenced by some important factors not entirely within the control of RJR or its affiliates, such as tobacco litigation and the regulatory environment. Moreover, because the kinds of events and contingencies that impair RJR’s credit ratings and the ability of RJR and its affiliates to access the debt capital markets are often the same kinds of events and contingencies that could cause RJR and its affiliates to seek to raise additional capital on an urgent basis, RJR 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.

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RJR’s revolving credit facility contains restrictive covenants that may limit the flexibility of RAI and of RJR and its subsidiaries, and breach of those covenants may result in a default under the agreements relating to the facility.

      RJR’s revolving credit facility limits, and in some circumstances prohibits, the ability of RAI and of RJR 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; and

•  engage in mergers and acquisitions.

These restrictions could limit the ability of RJR and its subsidiaries to obtain future financing, make acquisitions or needed capital expenditures, withstand a future downturn in its business or the economy in general, conduct operations or otherwise take advantage of business opportunities that may arise. In addition, if RJR does not comply with these covenants and with financial covenants in its revolving credit facility that require it to maintain certain minimum financial ratios resulting in a default, any indebtedness outstanding under the facility could become immediately due and payable. In addition, the lenders under RJR’s revolving credit facility could refuse to lend funds if RJR is not in compliance with any of its covenants or could terminate the facility. If RJR were unable to repay accelerated amounts, the lenders under RJR’s revolving credit facility could initiate a bankruptcy proceeding or liquidation proceeding or proceed against any collateral securing that indebtedness.

Risks Related to the Notes

The new notes will be the obligations of RJR and not the obligations of its subsidiaries. All of RJR’s operations are conducted through its subsidiaries, and this structure may impair its ability to pay the notes.

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

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

      The new notes will be guaranteed by RJR’s parent, RAI, and the following direct and indirect subsidiaries of RJR: RJR Acquisition Corp., RJR Tobacco, R. J. Reynolds Tobacco Co., RJR Packaging,

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LLC, FHS, Inc. and GMB, Inc. If, in the future, any other subsidiary of RJR guarantees the obligations of RJR under its revolving credit facility, under the terms of the indenture related to the notes, such guarantor will also be required to guarantee the notes. The initial guarantors of the new notes are the same entities that guarantee RJR’s obligations under its $486 million revolving credit facility and most of RJR’s other existing notes, including the outstanding notes.

      If RAI or any subsidiary of RJR that guarantees the new notes ceases to be a guarantor under RJR’s revolving credit facility, under the terms of the indenture related to the notes, that guarantor will be automatically released from all of its obligations under the indenture and its guarantee of the notes, and that guarantee will terminate. RJR’s current or future lenders may terminate the guarantees under RJR’s current revolving credit facility or such current revolving credit facility may be terminated and any replacement credit facility may not require guarantees of RJR’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.

      RJR’s revolving credit facility does not provide for the automatic release of the guarantees of RJR’s obligations thereunder in the event RJR’s long-term senior debt is rated investment grade, in contrast to the release of the security for the obligations of RJR and the guarantors thereunder, as described in the next risk factor.

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

      RJR’s 2002 indenture, under which the new notes will be issued, and RJR’s 1999 indenture provide generally that in the event RJR or certain of its subsidiaries pledge certain of their assets to secure any indebtedness, they will also pledge these assets to secure the notes issued under these indentures. The collateral specified in these indentures has been pledged, with other assets, by RJR and the guarantors to secure their obligations under RJR’s $486 million revolving credit facility. Existing notes in the aggregate principal amount of $1.45 billion, including the outstanding notes, are currently secured under these indentures. Under the 2002 and 1999 indentures, the obligations of RJR and the subsidiary guarantors thereunder will be secured by (1) the stock of the subsidiary guarantors and certain of their subsidiaries, (2) indebtedness of all subsidiaries of RJR and the subsidiary guarantors (to the extent owed to RJR or a subsidiary guarantor) and (3) principal property (as defined in the indentures) of RJR and the subsidiary guarantors. In addition, RAI’s guarantee of the new notes will be secured with the stock of RJR and certain other assets.

      Under the terms of RJR’s 2002 indenture and 1999 indenture, if the assets specified therein are no longer pledged to secure the obligations of RJR and the guarantors under the revolving credit facility (or any other indebtedness) for any reason, they will be released as security for the new notes and related guarantees and the existing notes issued under the indentures (including the outstanding notes). Under the terms of RJR’s current revolving credit facility, at such time, if any, as any long-term senior debt of RJR which ranks on a parity, as to payment and security, with the debt of RJR under the revolving credit facility is rated investment grade by Moody’s and S&P, the security for RJR’s revolving credit facility automatically will be released and the obligations thereunder will become unsecured; provided, however, that if certain defaults exist under the indentures at such time, the collateral will not be released until these defaults are cured or waived.

      Currently, RJR has no subordinated debt; therefore, all of its debt is senior debt. Approximately $1.729 billion of its existing notes issued under its 2002 indenture (including the outstanding notes), its 1999 indenture (including $190 million aggregate principal amount of unsecured 2006 notes that will be paid at maturity utilizing remaining proceeds from the sale of the outstanding notes) and its 1995 indenture rank on a parity with the debt of RJR under its revolving credit facility as to payment. Approximately $1.45 billion of these existing notes (not including the $190 million of unsecured 2006 notes and $89 million of unsecured existing notes issued under RJR’s 1995 indenture) rank on a parity with RJR’s debt under its revolving credit facility as to security to the extent the assets securing such notes, and the priority of the security interest therein, are the same as the assets, and such priority securing RJR’s debt under its revolving credit facility. Thus, if the new notes or any other notes issued

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under the 2002 or 1999 indentures are rated investment grade by both Moody’s and S&P, all security for the new notes will be released. In addition, whether or not there is any change in the rating of any debt of RJR, the lenders under the revolving credit facility 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 revolving credit facility and the new notes without obtaining any consent or approval from any holders of the new notes. Further, RJR intends to seek the release of the stock in one or more of the entities that is currently pledged as security for the revolving credit facility in order to avoid any requirement under current SEC rules that separate financial statements of certain of these entities be filed with the SEC due to the fact that such entities’ stock secures the new notes. If RJR is successful in this effort, such stock will not be part of the collateral to the extent necessary to avoid this requirement.

      Subsequent to any such release of collateral under RJR’s current revolving credit facility, if any of RJR’s long-term senior debt is rated non-investment grade by Moody’s and S&P, or in certain cases, by either Moody’s or S&P, RJR and certain of its subsidiaries will be required to repledge certain of their assets to secure their obligations thereunder. In such event, these entities would also be required to secure their obligations under the new notes and any guarantees with certain of their assets as described above.

      In the event the new notes no longer have the benefit of the security described in this prospectus, the new notes will be unsecured obligations of RJR and the guarantees also will be unsecured obligations of the relevant guarantor, 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 RJR and the guarantors secure the obligations of these entities under RJR’s revolving credit facility, while only certain assets of these entities will secure their obligations under the new notes.

      If RJR 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 RJR and the guarantors secure or will secure the obligations of these entities under (1) RJR’s $486 million revolving credit facility; (2) the new notes and related guarantees and (3) existing notes of RJR, including the outstanding notes, in the aggregate principal amount of $1.45 billion at September 30, 2005, and the guarantees related thereto. The proceeds of such security, upon liquidation, will be shared equally and ratably among the holders of these secured obligations. RJR can incur certain additional debt secured with these assets. See “Summary — Current Indebtedness” and “Description of the New Notes.” Additional assets of RJR and the guarantors secure RJR’s revolving credit facility but will not secure the new notes or the existing secured notes. The assets that secure the revolving credit facility that will not secure the new notes and do not secure the existing secured notes include, among other assets, intellectual property, inventory, cash and accounts receivable. Consequently, with respect to the exercise of remedies by the lenders under the revolving credit facility, the proceeds of those assets of RJR and the guarantors that secure the obligations under the revolving credit facility, but not under the notes, will, upon liquidation, not be available to the holders of the notes.

The guarantee of the new notes by RAI does not provide significant additional assurance of payment to the holders of the notes.

      Upon issuance, the new notes will be guaranteed by our parent company, RAI, as well as by certain of our subsidiaries. However, RAI is a holding company and has no operations separate from its investment in us and its other subsidiaries. Therefore, if we should be unable to meet our payment obligations with respect to the new notes, it is unlikely that RAI would be able to do so either.

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

      The credit ratings assigned to the new notes reflect the rating agencies’ assessments of the ability of RJR to make payments on the notes when due. Consequently, real or anticipated changes in these credit

26

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 new notes.

RJR will not be required to repurchase or redeem the new notes upon a change of control of RJR or other events involving RJR that may affect its creditworthiness.

      The indenture related to the notes does not require RJR to repurchase or redeem or otherwise modify the terms of the notes upon the occurrence of certain events involving RJR that may affect its creditworthiness. These events include certain consolidations, mergers, sales of assets, or other similar transaction, or a change in control of RJR.

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

      Although upon issuance, the new notes are expected to 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 public debt securities. The covenants applicable to the new notes are identical to those applicable to most of our other existing notes, including the outstanding notes. Most of RJR’s existing notes, other than the outstanding notes, were rated investment grade at the time they were issued. In particular, the 2002 indenture under which the new notes will be issued does not contain restrictions on RJR’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 new notes and related guarantees may not be sufficient to satisfy the obligations of RJR and the guarantors thereunder.

      In the event of foreclosure on the collateral for the new notes and the 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 RJR. In addition, your rights to the collateral would be diluted by any 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 RJR’s operating subsidiaries.

Even if RJR defaults in its payment of the new notes, holders of the notes cannot foreclose on the security for the notes and the guarantees until the lenders under RJR’s $486 million revolving credit facility do so, except in limited circumstances.

      Upon a default under the notes issued under the 2002 indenture or the 1999 indenture, the holders thereof may only seek enforcement of the remedies set forth in the security documents if:

•  the lenders under the revolving credit facility have required the collateral agent to take action against the collateral following a default under the revolving credit facility; or

•  a payment default with respect to at least $300 million aggregate principal amount of indebtedness under the 1999 indenture or the 2002 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 revolving credit facility, provided that, following the initiation of enforcement, the required lenders under the revolving credit facility shall 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 rights of the holders of the notes.

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

      Upon a default occurring under the 1999 indenture or the 2002 indenture, the lenders under RJR’s revolving credit facility may declare a default under the revolving credit facility. Upon a default under RJR’s revolving credit facility, the lenders under RJR’s revolving credit facility 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 issued under RJR’s 2002 indenture or 1999 indenture, a default under RJR’s revolving credit facility does not cause a default under the 2002 indenture or the 1999 indenture, or give the holders of the notes thereunder a right to accelerate such debt. As a result, if RJR defaults in its obligations under the revolving credit facility but does not default in its obligations under the notes, the lenders under the revolving credit facility can exercise their remedies under the security documents with respect to the collateral provided for in this facility, 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.

Your right to be repaid would be adversely affected if a court determined that any of the guarantors 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 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; or

•  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.

      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. RJR 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 RJR 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 guarantees may also be subject to review under various laws for the protection of creditors. It is possible that creditors of the guarantors may challenge the guarantees as a fraudulent transfer or

28

conveyance. Although we expect that the analysis set forth above would generally apply, the guarantees could also be subject to the claim that, since the guarantees were incurred for RJR’s benefit, and only indirectly for the benefit of the guarantors, the obligations of the guarantors thereunder were incurred for less than reasonably equivalent value or fair consideration. A court could void a guarantor’s obligation under its guarantee, subordinate the guarantee to the other indebtedness of a guarantor, direct that holders of the notes return any amounts paid under a guarantee to the relevant guarantor or to a fund for the benefit of its creditors, or take other action detrimental to the holders of the notes. In addition, the liability of each guarantor under the 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 outstanding notes for new notes in the exchange offer, these outstanding notes will continue to be subject to restrictions on transfer.

      If you do not exchange your outstanding 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 outstanding notes and the offering memorandum related to the private offering of the outstanding notes. The restrictions on transfer of your outstanding notes arise because we issued the outstanding notes in a private offering exempt from the registration and prospectus delivery requirements of the Securities Act. In general, you may only offer or sell the outstanding 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 agreement, we do not intend to register sales of the outstanding notes under the Securities Act. For further information regarding the consequences of failing to tender your outstanding notes in the exchange offer, see the discussions below under the captions “The Exchange Offer — Consequences of Failure to Exchange.”

      To the extent any outstanding notes are tendered and accepted in the exchange offer, the trading market, if any, for the outstanding 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 outstanding 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 so 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 outstanding 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 outstanding notes in the exchange offer for the purpose of participating in a distribution

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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 outstanding notes for exchange if you do not follow the exchange offer procedures. Delivery of new notes in exchange for outstanding 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 outstanding notes or a confirmation of a book-entry transfer of outstanding 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 outstanding notes who would like to tender outstanding 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 outstanding notes for exchange. Outstanding 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 agreement will terminate. See “The Exchange Offer — Procedures for Tendering Outstanding 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 herein contain or incorporate by reference forward-looking statements within the meaning of the federal securities laws that relate to future events or the future financial performance of Reynolds American Inc., the parent of the issuer of the notes, R.J. Reynolds Tobacco Holdings, 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 15;

•  the substantial and increasing regulation and taxation of the cigarette and tobacco industry;

•  various legal actions, proceedings and claims relating to the sale, distribution, manufacture, development, advertising, marketing and claimed health effects of cigarettes 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 various litigation settlement agreements;

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

•  competition from other cigarette manufacturers, including increased promotional activities and continued pressure from deep-discount brands;

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

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

•  any potential costs or savings associated with realigning the cost structure of RAI and its subsidiaries;

•  the ability to realize the anticipated benefits and synergies arising from the combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W;

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

•  the cost and availability 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 rating of RJR’s securities;

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•  any adverse effects from the transition of the packaging operations formerly conducted by RJR Packaging, LLC, a wholly owned subsidiary of RJR Tobacco, to the buyers of RJR Packaging, LLC’s businesses; and

•  the potential existence of significant deficiencies or material weaknesses in internal controls 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 uncertainties and risks, 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.

      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. RAI does not undertake any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law.

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THE COMPANIES

Introduction

      RJR is a direct, wholly owned subsidiary of RAI and, prior to July 30, 2004, was a publicly traded holding company. RAI was incorporated as a holding company in 2004 to facilitate the transactions to combine the U.S. cigarette and tobacco assets, liabilities and operations of B&W with RJR Tobacco. Prior to the business combination, B&W was the third largest cigarette manufacturer and marketer in the United States. The business combination occurred on July 30, 2004.

      In connection with the business combination, RJR became a subsidiary of RAI, and RAI replaced RJR as the publicly traded entity. In addition, an entity was incorporated that acquired directly the U.S. assets, liabilities and operations of B&W, and into which RJR Tobacco was merged. This new entity, which was also named R. J. Reynolds Tobacco Company, is a direct, wholly owned operating subsidiary of RJR.

      Also as part of the business combination, RAI acquired an indirect subsidiary of BAT, CMSI, which owns all of the capital stock of Lane. Lane manufactures or distributes cigars, roll-your-own, cigarette and pipe tobacco brands, including DUNHILL and CAPTAIN BLACK tobacco products. BAT retained the rights to use DUNHILL and other BAT trademarks outside the United States. Finally, RJR contributed the capital stock of Santa Fe Natural Tobacco Company, referred to as Santa Fe, a manufacturer and distributor of cigarette and other tobacco products under the NATURAL AMERICAN SPIRIT brand, to RAI as part of the business combination. Upon the completion of the business combination, Lane and Santa Fe became operating subsidiaries of RAI.

      R. J. Reynolds Global Products, Inc., referred to as GPI, manufactures and exports cigarettes to U.S. territories, U.S. Duty Free and overseas military and manages a contract manufacturing business. A major part of the contract manufacturing business was acquired through the business combination and includes sales to BAT affiliates in various foreign countries.

      Following the completion of the business combination, RAI’s direct and indirect, wholly owned operating subsidiaries are RJR Tobacco, Santa Fe, Lane and GPI. RJR Tobacco is the second largest cigarette manufacturer in the United States. RJR Tobacco’s largest selling cigarette brands, CAMEL, KOOL, DORAL, WINSTON and SALEM, were five of the ten best-selling brands of cigarettes in the United States in 2004 and 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.

Initiatives

      Since the business combination in 2004, RJR Tobacco has pursued a new brand portfolio strategy, which took effect at the beginning of 2005. Prior to the business combination, RJR Tobacco’s growth brands were CAMEL and SALEM. The new strategy establishes 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 over time. ECLIPSE, a full-price brand of cigarettes that primarily heats rather than burns tobacco, is also a selective support brand. The remaining non-support brands are managed to maximize short-term profitability. RJR Tobacco expects that, over time, this focused portfolio strategy will result in growth in total RJR Tobacco share, as gains on investment brands offset declines among other brands, although there can be no assurance that this strategy will be successful.

      The combined share of market on the investment brands during 2004 showed improvement over 2003. However, the decline in share of selective support and non-support brands more than offset the gains on the investment brands.

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Competition

      RAI’s operating subsidiaries’ primary competitors include Philip Morris USA Inc., a subsidiary of Altria Group, Inc., referred to as Philip Morris, Lorillard Tobacco Company, referred to as Lorillard, 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. In 2003 and 2004 and continuing in 2005 to date, the price gap remained relatively level.

      Based on data collected by IRI during 2004, 2003 and 2002, Philip Morris had an overall retail share of the U.S. cigarette market of 50.00%, 49.37% and 49.35%, respectively. During these same years, the combined share of RJR Tobacco and B&W was 30.82%, 32.09% and 32.98%, respectively, and the remaining participants held lesser shares. You should not rely on the market share data reported by IRI as being precise measurements of actual market share, however, because 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 approximately 15% of U.S. industry unit sales. Accordingly, the retail share of market of RAI’s operating subsidiaries and its brands as reported by IRI may overstate their actual market share.

      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.

Marketing

      RAI’s operating subsidiaries are committed to building and maintaining a portfolio of profitable brands. 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 use advertisements in magazines where the vast majority of readers are adults 18 years of age or older, direct mailings to age-verified adult smokers and other means to market its brands and enhance their appeal among adult smokers. RAI’s operating subsidiaries continue to advertise and promote at retail cigarette locations and in adult venues where permitted.

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RATIO OF EARNINGS TO FIXED CHARGES

      The following table sets forth the ratio of earnings to fixed charges of RAI for the periods indicated. Earnings consist of income before income taxes and fixed charges. Fixed charges consist of interest on indebtedness, amortization of debt issuance costs and one-third of operating rental expense, representative of the interest factor.

												Nine Months
												Ended
	Year Ended December 31,											September 30,
	2000		2001		2002		2003			2004		2004		2005
Ratio of earnings to fixed charges		5.1		6.4		5.2		—			9.5		12.0		30.0
Deficiency in the coverage of fixed charges by earnings before fixed charges (in millions)	$	—	$	—	$	—	$	(3,913	)	$	—	$	—	$	—

USE OF PROCEEDS

      We will not receive any cash proceeds from the exchange offer. In consideration for the new notes we will receive in exchange the outstanding notes of like principal amount. Any outstanding 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. We have agreed to bear the expenses of the exchange offer.

      We issued and sold the outstanding notes on June 29, 2005. We used the proceeds from the sale of the outstanding notes to repurchase approximately $310 million aggregate principal amount of the 2006 notes pursuant to a cash tender offer completed on July 19, 2005, and will use the balance to pay the remaining $190 million aggregate principal amount of these notes at maturity.

CAPITALIZATION

      The following table sets forth the capitalization of RAI as of September 30, 2005. Completion of the exchange offer will not result in any change to our capitalization. This table should be read in conjunction with the information under “Selected Financial Data” and the consolidated financial statements of RAI and the notes thereto incorporated by reference herein.

				As of
				September 30, 2005
				(Dollars in millions)
Long-term debt, including current maturities				$	1,755
Shareholders’ equity:
	Common stock, par value $0.0001 per share; 400,000,000 authorized; 147,406,576 issued				—
	Preferred stock, par value $0.01 per share; 100,000,000 authorized; 1,000,000 issued				—
	Paid-in capital				8,683
	Accumulated deficit				(1,751	)
	Accumulated other comprehensive loss, net of tax				(683	)
		Total shareholders’ equity			6,249
			Total capitalization	$	8,004

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SELECTED FINANCIAL DATA

      The selected historical consolidated financial data of RAI as of December 31, 2003 and 2004, and for each of the years in the three-year period ended December 31, 2004, are derived from RAI’s audited consolidated financial statements and accompanying notes incorporated by reference herein. The selected historical consolidated financial data of RAI as of December 31, 2000, 2001 and 2002, and for each of the years ended December 31, 2000 and 2001, are derived from RJR’s audited consolidated financial statements and notes not incorporated by reference herein. The selected historical consolidated financial data as of September 30, 2004 and 2005, and for each of the nine-month periods then ended, are derived from, and are qualified by reference to, RAI’s unaudited financial statements included in RAI’s September 30, 2005, Form 10-Q, 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 represent the results of RJR through July 30, 2004, and of RAI and the acquired operations of B&W and Lane subsequent to July 30, 2004. For further information, including the impact of new accounting developments, acquisitions, 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” and the consolidated financial statements and notes thereto incorporated by reference herein. All dollar amounts are in millions, except per share data.

																	Nine Months Ended
		Year Ended December 31,															September 30,
		2000			2001			2002			2003			2004			2004			2005
																	(Unaudited)
Results of Operations:
	Net sales(1)	$	6,085		$	6,269		$	6,211		$	5,267		$	6,437		$	4,436		$	6,209
	Cost of products sold(1)(2)		3,436			3,560			3,732			3,218			3,872			2,647			3,736
	Selling, general and administrative expenses		1,369			1,429			1,463			1,327			1,455			970			1,175
	Loss on sale of assets		—			—			—			—			—			—			25
	Amortization expense		366			362			—			—			24			11			33
	Fixture impairment		—			—			—			106			—			—			—
	Restructuring and asset impairment charges		—			—			224			368			5			(25	)		(1	)
	Goodwill and trademark impairment charges		89			—			13			4,089			199			—			—
	Income (loss) from continuing operations		299			444			418			(3,689	)		627			562			745
	Income (loss) from discontinued operations		53			(9	)		40			122			12			1			—
	Extraordinary items — gain		1,475			—			—			121			49			49			—
	Cumulative effect of accounting change		—			—			(502	)		—			—			—			—
	Net income (loss)		1,827			435			(44	)		(3,446	)		688			612			745
Cash Flow Data:
	Net cash from operating activities		590			626			489			581			736			489			851
	Net cash from (used in) investing activities(3)		1,573			(307	)		(901	)		641			260			344			(663	)
	Net cash used in financing activities		(881	)		(842	)		(105	)		(1,122	)		(467	)		(304	)		(295	)

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													Nine Months Ended
		Year Ended December 31,											September 30,
		2000		2001		2002		2003			2004		2004		2005
													(Unaudited)
Per Share Data:
	Basic income (loss) from continuing operations	$	2.96	$	4.57	$	4.71	$	(44.08	)	$	5.66	$	5.70	$	5.05
	Diluted income (loss) from continuing operations		2.94		4.48		4.64		(44.08	)		5.62		5.66		5.05
	Basic weighted average shares, in thousands		101,264		97,043		88,733		83,697			110,778		98,549		147,388
	Diluted average shares, in thousands		101,857		98,986		90,175		83,697			111,436		99,351		147,581
	Cash dividends declared per share of common stock(4)	$	3.10	$	3.30	$	3.73	$	3.80		$	3.80	$	2.85	$	2.95

		As of December 31,										As of September 30,
		2000		2001		2002		2003		2004		2004		2005
												(Unaudited)
Balance Sheet Data:
	Cash, cash equivalents and short-term investments	$	2,543	$	2,227	$	2,179	$	1,630	$	1,972	$	1,926	$	2,510
	Total current assets		3,871		3,928		3,992		3,331		4,624		4,608		4,834
	Property, plant and equipment, net		1,048		1,050		940		894		1,129		1,139		1,084
	Trademarks, net		2,875		2,773		2,085		1,759		2,403		1,759		2,390
	Goodwill, net		7,303		6,875		7,090		3,292		5,685		6,278		5,685
	Total assets		15,554		15,122		14,651		9,677		14,428		14,344		14,516
	Tobacco settlement and related accruals		1,394		1,520		1,543		1,629		2,381		2,319		2,174
	Total current liabilities		2,776		2,792		3,427		2,865		4,055		4,004		4,153
	Long-term debt, less current maturities		1,674		1,631		1,755		1,671		1,595		1,607		1,564
	Total liabilities		7,118		7,096		7,935		6,620		8,252		8,101		8,267
	Shareholders’ equity		8,436		8,026		6,716		3,057		6,176		6,243		6,249

(1)	Net sales and cost of products sold exclude excise taxes of $1.3 billion and $1.6 billion for the nine months ended September 30, 2004 and 2005, respectively, and $1.6 billion, $1.5 billion, $1.8 billion, $1.6 billion and $1.9 billion for the years ended December 31, 2000, 2001, 2002, 2003 and 2004, respectively.
(2)	Includes settlement expense, net of MSA Phase II growers’ liability, of $1.6 billion and $2.0 billion, after offset of MSA Phase II growers’ liability for the nine months ended September 30, 2004 and 2005, respectively. Includes federal tobacco buyout expense of $283 million for the nine months ended September 30, 2005. Includes $2.3 billion, $2.6 billion, $2.5 billion, $1.9 billion and $2.2 billion, settlement expense, net of MSA Phase II growers’ liability, for the years ended December 31, 2000, 2001, 2002, 2003 and 2004, respectively. Includes federal tobacco buyout expense of $70 million during 2004. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Litigation Affecting the Cigarette Industry — Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Tobacco Buyout Legislation.”
(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

37

2002 and an increase of $161 million in net cash flows from investing activities in 2003. Reclassifications in 2000 and 2001 were not included, as information was not practically available.

(4)

RAI began trading as a public company on August 2, 2004, and RJR began trading as a public company on June 15, 1999. From the third quarter of 1999 through the second quarter of 2001, RJR’s board of directors declared a quarterly cash dividend of $0.775 per common share, or $3.10 on an annualized basis. From the third quarter of 2001 through the first quarter of 2002, RJR’s board of directors declared a quarterly cash dividend of $0.875 per common share, or $3.50 on an annualized basis. Beginning with the second quarter of 2002 and through the second quarter of 2004, RJR’s board of directors declared a quarterly cash dividend of $0.95 per common share, or $3.80 on an annualized basis. RAI’s board of directors declared quarterly cash dividends of $0.95 per common share for the third and fourth quarters of 2004 and the first and second quarters of 2005, and $1.05 per common share, or $4.20 on an annualized basis, for the third quarter of 2005. On November 30, 2005, RAI’s board of directors declared a quarterly cash dividend of $1.25 per common share, or $5.00 on an annualized basis.

38

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

      The following unaudited pro forma condensed combined statement of income for the year ended December 31, 2004, gives effect to the combination of the U.S. assets, liabilities and operations of B&W with RJR Tobacco and RAI’s acquisition of Lane as if these transactions occurred on January 1, 2004. The business combination was actually completed on July 30, 2004.

      The business combination consisted of a number of individual steps that are described below, along with the applicable accounting treatment for each step. For accounting purposes, the individual steps that comprised the business combination were deemed to occur simultaneously.

	Transaction Step	Accounting Treatment
1.	B&W and RJR jointly formed RAI in January 2004 by each contributing $6,500 in cash in exchange for 65,000,000 shares of RAI common stock. Coincident with the completion of the business combination, a portion of the RAI common stock held by B&W was cancelled to reduce its ownership to approximately 42%. Shares of RAI previously owned by RJR were cancelled, and previous RJR stockholders were issued common shares in exchange for existing RJR shares on a one-for-one basis.	These transactions were accounted for at cost.
2.	Immediately prior to the closing of the business combination, RJR contributed the capital stock of Santa Fe to RAI in exchange for RAI Series B preferred stock.	Because Santa Fe was under the common control of RJR (the acquiring entity for accounting purposes) and RAI (the entity formed to effect the business combination), the contribution of the capital stock of Santa Fe by RJR to RAI was not subject to purchase accounting adjustments, did not result in a change in basis and is not separated from RJR’s historical financial statements in the unaudited pro forma condensed combined financial information.
3.	• Immediately prior to the closing of the business combination, B&W contributed all of its U.S. assets and liabilities, subject to certain exceptions, to B&W Opco, a newly formed, wholly owned subsidiary of B&W; • at the closing of the business combination, B&W contributed all of the capital stock of B&W Opco to RAI in exchange for 42% of RAI’s common stock; and • at the closing, an affiliate of BAT sold all of the capital stock of CMSI, the parent of Lane, to RAI for $400 million.	The acquisition of B&W’s U.S. assets, liabilities and operations and the capital stock of CMSI by RAI were considered to be a single, mutually dependent transaction and were accounted for under the purchase method of accounting as discussed below. The net assets were recorded in the books and records of RAI at their respective fair market values as of the date of closing of the business combination.
4.	At the closing, a wholly owned subsidiary of RAI merged with and into RJR, with RJR surviving and becoming a wholly owned subsidiary of RAI.	RJR’s assets, liabilities and stockholders’ equity were recorded at their historic book values because, for accounting purposes, RJR was the acquiring entity in the business combination.
5.	Following the completion of the business combination, RJR Tobacco merged with and into B&W Opco.	The merger of RJR Tobacco with and into B&W Opco was not subject to purchase accounting adjustments, did not result in a change in basis and is not separated from RJR’s historical financial statements in the unaudited pro forma condensed combined financial information, because RJR Tobacco and B&W Opco are under the common control of RAI.

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      As a result of these transactions, B&W owns approximately 42% of the common stock of RAI and the former stockholders of RJR own approximately 58% of the common stock of RAI.

      The following unaudited pro forma condensed combined statement of income should be read in conjunction with its accompanying notes, the financial information appearing under “Selected Financial Data” and the historical financial statements of RAI, RJR and B&W incorporated by reference in this prospectus.

      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 RJR, B&W/ Lane and RAI.

      The adjustments set forth under the column “Pro Forma Adjustments” reflect adjustments necessary to account for the business combination, including the application of the purchase method of accounting as described herein.

      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 at the beginning of the year ended December 31, 2004, or the results of operations or financial position that RAI will experience now that the business combination is completed. In addition, the preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. These estimates and assumptions 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.

40

REYNOLDS AMERICAN INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

FOR THE YEAR ENDED DECEMBER 31, 2004

(Dollars in millions, except per share amounts)

			Historical			Historical		Pro Forma			Pro Forma
			RAI			B&W/Lane		Adjustments			Combined
Net sales(1)			$	6,437		$	1,848	$	—		$	8,285
Cost and expenses:
	Cost of products sold(1)			1,619			500		104	(F)		2,223
	Cost of products sold — settlement			2,183			548		—			2,731
	Cost of products sold — buyout			70			—		—			70
	Selling, general and administrative expenses			1,455			471		—			1,926
	Amortization expense			24			—		24	(C)		48
	Restructuring and impairment charges			5			1		—			6
	Trademark impairment charge			199			—		—			199
		Operating income		882			328		(128	)		1,082
Interest and debt expense				85			—		—			85
Interest income				(30	)		—		4	(E)		(26	)
Other income, net				(2	)		—		—			(2	)
		Income from continuing operations before tax		829			328		(132	)		1,025
Provision for income taxes				202			128		(128	)(D)
									77	(D)		279
	Income from continuing operations		$	627		$	200	$	(81	)	$	746
Income per share:
	Basic shares, in thousands			110,778								146,805
	Income per basic share		$	5.66							$	5.08
	Diluted shares, in thousands			111,436								147,463
	Income per diluted share		$	5.63							$	5.06

(1)  Net sales and cost of products sold exclude excise taxes of $1.9 billion and $435 million for RJR Tobacco and B&W/ Lane, respectively.

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REYNOLDS AMERICAN INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME

Note A — Consideration for B&W/ Lane Assets Acquired and Liabilities Assumed

      Under the purchase method of accounting, the business combination was accounted for as an acquisition of B&W/ Lane by RJR. As a result, the shares of RAI common stock and cash that were received by B&W and its affiliates were treated as the closing purchase price, or consideration, paid by RAI to B&W and its affiliates.

      The consideration that would have been received by B&W and its affiliates at January 1, 2004, as determined pursuant to the computation specified in the business combination agreements is set forth below. For purposes of valuing the stock consideration received by B&W, the average closing price of shares of RJR common stock in the five-day period beginning two trading days prior to, and ending two trading days after, October 27, 2003, which is the date the business combination agreements were signed and announced, has been used.

Consideration allocated to B&W/ Lane assets acquired and liabilities assumed(1)
RAI shares issued to B&W(2)			61,952,762
Price of RJR common stock(3)		$	45.882
Total stock consideration received by B&W			2,843
Cash received from B&W for MSA-related liabilities			(604	)
Cash paid as consideration for Lane			400
Transaction fees and other costs(4)			318
	Net consideration	$	2,957
Consideration summary:(1)
Cash paid as consideration for Lane		$	400
Cash received from B&W for MSA-related liabilities			(604	)
Transaction fees and other costs(4)			318
			114
Calculated value of RAI common stock issued to B&W			2,843
		$	2,957

(1)	Dollars in millions, except per share amount.
(2)	The number of shares of RAI common stock issued to B&W was calculated based on the number of outstanding shares of RJR common stock, options to acquire RJR common stock and other RJR equity awards as of July 31, 2004, using the treasury method contemplated by the business combination agreement, but using the price of RJR common stock referred to in footnote 3 below.
(3)	Average closing price of RJR common stock during the five-day period beginning two days before and ending two days after the announcement of the business combination.
(4)	Includes investment banking fees of $23 million, legal fees of $17 million and other costs of $278 million.

      RAI’s authorized capital stock at July 31, 2004, consisted of 100 million shares of preferred stock, par value $0.01 per share, and 400 million shares of common stock, par value $0.0001 per share. As of July 31, 2004, one million preferred shares were issued and outstanding, which are owned by RJR. As of July 31, 2004, 146,882,937 common shares were issued and outstanding.

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REYNOLDS AMERICAN INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME — (Continued)

      The components of the weighted average shares used in the pro forma calculation of income per share were:

		Year Ended
		December 31, 2004
Net income, in millions		$	807
Basic weighted average shares, in thousands(1)
	Historical RJR		84,852
	RAI shares issuable to B&W		61,953
			146,805
Effect of dilutive potential shares, in thousands:
	Options		456
	Restricted stock		202
Diluted weighted average shares, in thousands			147,463

(1)  Outstanding shares of contingently issuable restricted stock of 0.4 million were excluded from the share calculations for the year ended December 31, 2004, as the related vesting provisions had not been met.

Note B — Elimination of Historical B&W/ Lane Assets and Liabilities

      Under the purchase method of accounting, the historical book value of goodwill and deferred taxes were eliminated upon the completion of the business combination and the other acquired assets and assumed liabilities and unrecorded intangibles were reevaluated following the completion of the business combination as described in note C below. Deferred taxes were then established based upon the difference between the recorded bases of assets and liabilities and their tax bases. Any purchase price in excess of the recorded fair value of identified assets and liabilities, net of related deferred taxes, was ascribed to goodwill.

Note C — Consideration Allocation and Related Adjustments

      Under the purchase method of accounting, RAI allocated the cost of the assets acquired and liabilities assumed, based on their fair values as of the acquisition date. Estimates of fair values for property, plant and equipment, trademarks and other identifiable intangibles are based on independent appraisals; pension and postretirement obligations are based on actuarial studies; and other accounts are based on management’s best estimates using assumptions that are believed to be reasonable. In addition, depreciation of property, plant and equipment and amortization of trademarks and other intangibles with finite lives are directly related to estimated fair values and estimated useful lives determined as of the acquisition date. The determination of fair values involves considerable estimation and judgment. Among other things, it requires developing forecasts of cash flows and discount rates for trademarks and other intangibles; selecting appropriate valuation bases and methodologies for property, plant and equipment; determining appropriate actuarial assumptions for pensions and postretirement plans; and determining the number and timing of employees to be terminated or relocated and the associated costs. The value of goodwill and trademarks and other intangibles with indefinite lives will be subjected to annual impairment testing that could result in future impairment charges. Changes in the useful lives of property, plant and equipment, trademarks or other intangibles could impact depreciation or, in certain situations, impairment charges. The pension and postretirement obligations reflect determinations as of July 30, 2004, with no

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REYNOLDS AMERICAN INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME — (Continued)

adjustments for future settlements or curtailments. In addition, the non-competition agreement restricting BAT’s activities in the United States, for a limited period of time following the completion of the business combination, was reached as part of the negotiation of similar restrictions on RAI’s activities outside the United States, subject to specified exceptions. The non-competition restriction in the non-competition agreement did not involve any separately bargained for consideration that can be readily valued or that is material to the purchase price consideration, and therefore was not considered by RAI in its allocation of the purchase consideration. The pro forma allocation of the consideration to identifiable intangible assets of B&W/ Lane is based on the types and amounts of these assets acquired pursuant to an appraisal report. The residual amount of the consideration has been allocated to goodwill.

      The allocation of consideration to the assets and liabilities of B&W/ Lane is summarized as follows (dollars in millions):

Tangible assets	$	913
Identifiable intangible assets (see below)		1,072
Net deferred tax assets		103
Assumed liabilities		(1,561	)
Goodwill		2,429
	$	2,956

      The allocation of the consideration to identifiable intangible assets of B&W/ Lane, along with their respective estimated useful lives, is as follows (dollars in millions):

Amortizable intangible assets:
	Consumer database (1 year)		$	3
	Customer contracts (8 months)			16
	Contract manufacturing (10 years)			151
	Trademarks (9.7 years)			58
	Technology-based (5 years)			2
		Total amortizable intangible assets		230
Indefinite-lived intangible assets:
	Distribution agreements			51
	Trademarks			791
			$	1,072

      The pro forma adjustment to depreciation and amortization reflects the impact of the business combination as follows (dollars in millions):

	Year Ended
	December 31, 2004
Amortization of customer-related intangibles	$	8
Amortization of contract-based manufacturing intangibles		9
Amortization of trademarks		7
	$	24

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REYNOLDS AMERICAN INC.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED

STATEMENT OF INCOME — (Continued)

      RAI has implemented a plan to integrate the operations of RJR Tobacco and B&W Opco. Estimates of aggregate integration costs approximate $700 million to $800 million. Of this estimate, costs of $318 million expected to be incurred under this plan resulted in an increase to the consideration allocated to the B&W/Lane assets and liabilities to the extent that they relate to severance or relocation benefits paid to B&W Opco employees or to exit activities of B&W Opco that meet the criteria of EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination,” such as contract or lease termination penalties. To the extent that additional costs do not meet the criteria of EITF No. 95-3, the amounts will be expensed by RAI in the period incurred, or capitalized as fixed assets.

Note D — Income Taxes

      The pro forma adjustment to provision for income taxes represents the application of RAI’s expected effective rate of 39.6% to the B&W/ Lane adjusted historical earnings and pro forma adjustments. The pro forma adjustment to deferred tax assets and liabilities primarily reflects the pro forma fair value of assets acquired and liabilities assumed using RAI’s statutory tax rate of 39.6%.

Note E — Reduction in Interest Income due to Lane Acquisition

      Interest income has been reduced by $4 million for the year ended December 31, 2004, to reflect an average cash balance reduced by $400 million, which is the amount of cash consideration paid in connection with the acquisition of Lane.

Note F — LIFO Adjustments

      B&W’s inventories historically were stated on a LIFO basis. Lane’s inventories historically were stated on a FIFO basis. Adjustments reflect an adjustment to B&W/ Lane’s inventories to restate the inventories to current value and, in the case of B&W, to reverse LIFO income recognized in B&W/ Lane’s historical financial statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

      The following is a discussion and analysis of RAI’s business, initiatives, critical accounting policies and its consolidated financial condition and results of operations. Following the overview and discussion of business initiatives, the critical accounting policies disclose certain accounting policies that are material to RAI’s results of operations and financial condition for the periods presented in this prospectus. The discussion and analysis of RAI’s results of operations is presented in three comparative sections: the nine months ended September 30, 2005, compared with the nine months ended September 30, 2004, fiscal 2004 compared with fiscal 2003 and fiscal 2003 compared with fiscal 2002. Disclosures related to liquidity and financial condition and litigation and governmental regulation affecting the cigarette industry complete management’s discussion and analysis. You should read this discussion and analysis of RAI’s consolidated financial condition and results of operations in conjunction with “Selected Financial Data” and RAI’s consolidated financial statements and the related notes incorporated by reference herein.

Overview and Business Initiatives

      RAI was incorporated in the state of North Carolina on January 5, 2004, for the purpose of facilitating the transactions to combine RJR Tobacco with the U.S. cigarette and tobacco business of B&W. The business combination combined the businesses of two of the largest industry participants and is expected to create efficiencies and cost reductions through synergies.

      Upon completion of the business combination on July 30, 2004, B&W owned 61,952,762 shares, or 42% of RAI’s outstanding common stock. The consideration assigned to the shares issued to and held by B&W was approximately $2.8 billion, or $45.882 per share, based on the average closing price of RJR common stock during the five-day period beginning two days before and ending two days after the announcement on October 27, 2003, of the business combination. Previous RJR stockholders were issued common shares of RAI in exchange for their existing RJR shares, on a one-for-one basis, resulting in their ownership of approximately 58% of RAI’s common stock outstanding at the closing. No indebtedness for borrowed money of B&W was assumed by RAI. The transaction is expected to be tax-free to RJR stockholders, and is being treated as a purchase of the B&W net assets by RJR for financial accounting purposes. The consolidated financial statements of RAI include results of acquired operations subsequent to July 30, 2004.

      As part of the business combination, B&W transferred to RJR Tobacco, along with its U.S. operations, cash of $604 million, an amount equal to its pre-closing accrued liabilities under the MSA and related agreements. RJR Tobacco and the U.S. cigarette and tobacco operations of B&W were combined in an indirect subsidiary of RAI, referred to as RJR Tobacco. RJR Tobacco has agreed to indemnify B&W and its affiliates for, among other things, all liabilities arising before or after the closing that relate to B&W’s U.S. cigarette and tobacco business. These liabilities include B&W’s historic and future tobacco-related litigation liabilities and all liabilities under the MSA and other state settlement agreements. B&W will indemnify RJR Tobacco to the extent the pre-closing MSA liabilities paid by RJR Tobacco exceed, and RJR Tobacco will indemnify B&W to the extent the pre-closing MSA liabilities paid by RAI are less than, the cash amount contributed by B&W to RAI at closing.

      As part of the business combination, RAI paid $400 million in cash to acquire from an indirect subsidiary of BAT all of the capital stock of CMSI, which owns all of the capital stock of Lane. Lane manufactures or distributes cigars, roll-your-own, cigarette and pipe tobacco brands, including DUNHILL and CAPTAIN BLACK tobacco products. BAT retains the rights to use DUNHILL and other BAT trademarks outside the United States.

      As part of the business combination, RJR contributed all of the capital stock of Santa Fe to RAI in exchange for shares of Series B Preferred Stock of RAI. Upon completion of the business combination, Santa Fe became a direct, wholly owned subsidiary of RAI. Both Santa Fe and Lane operate as independent subsidiaries of RAI.

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      The headquarters and operations of each of RAI and RJR Tobacco are located in Winston-Salem, North Carolina.

      In addition to RJR Tobacco and Lane, RAI’s wholly owned operating subsidiaries also include Santa Fe and GPI. Santa Fe manufactures and markets cigarettes and other tobacco products primarily in the United States. GPI manufactures and exports cigarettes to U.S. territories, U.S. Duty Free and overseas military and manages a contract manufacturing business.

      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 believed to be a mature market, and overall consumer demand is expected to continue to decline over time. Trade inventory adjustments may result in short-term changes in demand for RAI’s operating subsidiaries’ products if, and when, wholesale and retail tobacco distributors adjust the timing of their purchases of product to manage their inventory levels. However, RAI believes it is not appropriate for it to speculate on external factors that may impact the purchasing decision of the wholesale and retail tobacco distributors.

      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.

      RAI’s operating subsidiaries are committed to building and maintaining a portfolio of profitable brands. 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. Competitive discounting has increased significantly over time as a result of higher state excise taxes and the growth of deep-discount brands. Deep-discount brands are brands marketed by manufacturers that are not original participants in the MSA, and accordingly, do not have cost structures burdened with MSA payments to the same extent as the original participating manufacturers.

      RJR Tobacco’s new brand portfolio strategy, which took effect at the beginning of 2005, established 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 over time. ECLIPSE, a full-price brand of cigarettes that primarily heats rather than burns tobacco, also is a selective support brand. The remaining non-support brands are managed to maximize short-term profitability. RJR Tobacco expects that, over time, this focused portfolio strategy will result in growth in total RJR Tobacco share, as gains on investment brands offset declines among other brands.

      RAI generally performs the impairment testing of its operating subsidiaries’ trademarks required by generally accepted accounting principles on an annual basis in the fourth quarter. The 2006 operating plan prepared in the fourth quarter of 2005 provides much of the 2005 annual impairment test data. In doing so, it incorporates modification to the previously anticipated level of support between certain brands and projects net sales of certain brands to decline at a faster rate than was assumed in the 2004 annual impairment test. Accordingly, management expects that the 2005 annual impairment testing of certain selective support and non-support brands’ trademarks will result in substantial non-cash impairment charges being recorded during the fourth quarter of 2005. RJR Tobacco has engaged an independent appraisal firm to perform the annual valuation; however, the valuation has not been completed as of this filing.

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Critical Accounting Policies

      U.S. generally accepted accounting principles require estimates and assumptions to be made that affect the reported amounts in RAI’s condensed consolidated financial statements and accompanying notes. Some of these estimates require difficult, subjective and/or complex judgments about matters that are inherently uncertain, and as a result, actual results could differ from those estimates. Due to the estimation processes involved, the following summarized accounting policies and their application are considered to be critical to understanding the business operations, financial condition and results of operations of RAI and its subsidiaries.

Purchase Accounting

      RAI accounts for business combination transactions in accordance with Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations.” SFAS No. 141 requires that RAI allocate the cost of the acquisition to assets acquired and liabilities assumed, based on their fair values as of the acquisition date. Estimates of fair values for property, plant and equipment, trademarks and other identifiable intangibles are based on independent appraisals; pension and postretirement obligations are based on actuarial studies; and other accounts are based on management’s best estimates using assumptions that are believed to be reasonable. In addition, depreciation of property, plant and equipment and amortization of trademarks and other intangibles with finite lives are directly related to estimated fair values and estimated useful lives determined as of the acquisition date. The determination of fair values involves considerable estimation and judgment. Among other things, it requires developing forecasts of cash flows and discount rates for trademarks and other intangibles; selecting appropriate valuation bases and methodologies for property, plant and equipment; determining appropriate actuarial assumptions for pensions and postretirement plans; and determining the number and timing of employees to be terminated or relocated and the associated costs. The value of goodwill and trademarks and other intangibles with indefinite lives are subjected to annual impairment testing that could result in future impairment charges. Changes in the useful lives of property, plant and equipment, finite-lived trademarks or other intangibles could impact depreciation, amortization or, in certain situations, impairment charges. For further information related to accounting for the business combination, see “Unaudited Pro Forma Condensed Combined Statement of Income” and note 1 to consolidated financial statements included in RAI’s annual report on Form 10-K for the year ended December 31, 2004, referred to as RAI’s 2004 Form 10-K, incorporated by reference herein.

Tobacco-Related Litigation

      RAI and RJR Tobacco disclose information concerning tobacco-related litigation for which an unfavorable outcome is more than remote. RJR Tobacco and its affiliates record their legal expenses and other litigation costs and related administrative costs as selling, general and administrative expenses as those costs are incurred. RAI and RJR Tobacco will record any loss related to tobacco litigation at such time as an unfavorable outcome becomes probable and the amount can be reasonably estimated. When the reasonable estimate is a range, the recorded loss will be the best estimate within the range. If no amount in the range is a better estimate than any other amount, the minimum amount of the range will be recorded.

      As discussed below under “— Litigation Affecting the Cigarette Industry,” RJR Tobacco and its affiliates, including RAI, and indemnitees, including B&W, 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. Unfavorable judgments awarding compensatory damages, punitive damages and/or fines have been returned against RJR Tobacco or B&W in: the Engle class-action case, reversed by the intermediate appellate court on May 21, 2003; the Scott class-action case; a small number of individual smoking and health cases; a Broin II flight attendant ETS case; and a California state law enforcement action. RJR Tobacco has paid approximately $11 million since 2003 related to unfavorable judgments, primarily for pre-acquisition contingencies related to the business combination.

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      RJR Tobacco believes, however, that it has numerous bases for successful appeals in its pending cases, and both RJR Tobacco and RAI believe they have a number of valid defenses to all actions and intend to defend all actions vigorously. As a result, RAI’s management continues to conclude that the loss of any particular smoking and health tobacco litigation claim against RJR Tobacco or its affiliates, when viewed on an individual basis, is not probable. Accordingly, no liability for smoking- and health-related tobacco litigation currently is recorded in RAI’s condensed consolidated financial statements as of September 30, 2005. As discussed in more detail in “— Litigation Affecting the Cigarette Industry,” RJR has liabilities totaling $96 million that were recorded in 1999 in connection with certain indemnification claims asserted by Japan tobacco Inc., referred to as JTI, against RJR and RJR Tobacco, relating to the activities of Northern Brands International, Inc. and related litigation.

      Litigation is subject to many uncertainties, and it is possible that some of the tobacco-related legal actions, proceedings or claims could ultimately be decided against RJR Tobacco or its affiliates, including RAI and RJR, and its indemnitees, including B&W. Any unfavorable outcome of such actions could have a material adverse effect on the financial condition, results of operations or cash flows of RAI or its subsidiaries.

Settlement Agreements

      As discussed elsewhere in this prospectus and in “— Litigation Affecting the Cigarette Industry,” RJR Tobacco, Santa Fe and Lane are participants in the MSA, and RJR Tobacco is a participant in other state settlement agreements related to governmental health-care cost recovery actions. Their obligations and the related expense charges under the MSA and other settlement agreements are subject to adjustments based upon, among other things, the volume of cigarettes sold by the operating subsidiaries, their relative market share and inflation. Since relative market share is based on cigarette shipments, the best estimate of the allocation of charges under these agreements is recorded in cost of products sold as the products are shipped. Adjustments to these estimates, which historically have not been significant, are recorded in the period that the change becomes probable and the amount can be reasonably estimated. For more information related to historical and expected settlement expenses and payments under the MSA and other settlement agreements, see “— Litigation Affecting the Cigarette Industry — Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements.”

Intangible Assets

      Intangible assets include goodwill, trademarks and other intangibles and are accounted for under SFAS No. 141, “Business Combinations” and are capitalized when acquired. The determination of fair value involves considerable estimates and judgment. RAI generally performs its impairment testing on an annual basis in the fourth quarter in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” and believes any resulting impairment charges are based on reasonable estimates and assumptions. However, the use of different estimates and assumptions could result in materially different results. Generally, if the competitive environment worsens, or RAI’s operating companies’ strategic initiatives or the business combination transactions adversely affect RAI’s financial performance, the fair value of RJR Tobacco’s goodwill and trademarks could be impaired in future periods. The 2006 operating plan prepared in the fourth quarter of 2005 provides much of the 2005 annual impairment test data. In doing so, it incorporates modification to the previously anticipated level of support between certain brands and projects net sales of certain brands to decline at a faster rate than was assumed in the 2004 annual impairment test. Accordingly, management expects that the 2005 annual impairment testing of certain selective support and non-support brands’ trademarks will result in substantial non-cash impairment charges being recorded during the fourth quarter of 2005. RJR Tobacco has engaged an independent appraisal firm to perform the annual valuation; however, the valuation has not been completed as of this filing.

Pension and Postretirement Benefits

      RAI sponsors a number of non-contributory defined benefit pension plans covering most of the employees of RAI and its subsidiaries, and also provides certain health and life insurance benefits for

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retired employees and their dependents. These benefits are generally no longer provided to employees hired on or after January 1, 2004.

      As part of the business combination, RAI assumed certain pension and postretirement benefit obligations and the related assets of former B&W plans. The liability for the projected benefit obligation in excess of plan assets was recorded in accordance with SFAS No. 141, “Business Combinations.” All previously existing unrecognized net gain or loss, unrecognized prior service cost, or unrecognized transition obligation or asset existing at the date of the business combination were eliminated. As a result of the business combination, the pension benefit obligation and pension assets increased by $1.9 billion and $1.6 billion, respectively, and the postretirement benefit obligation and postretirement assets increased by $621 million and $312 million, respectively.

      Pension expense is determined in accordance with the provisions of SFAS No. 87, “Employers’ Accounting for Pensions,” and SFAS No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits.” Postretirement benefit expense is determined in accordance with the provisions of SFAS No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions.” Because pension and other postretirement obligations will ultimately be settled in future periods, the determination of annual expense and liabilities is subject to estimates and assumptions. With the assistance of independent actuarial firms, RAI reviews these assumptions annually based on historic experience and expected future trends or coincidentally with a major event and modifies them as needed. Demographic assumptions such as termination of employment, mortality or retirement are reviewed periodically as expectations change.

      Gains or losses are annual changes in the amount of either the benefit obligation or the market-related value of plan assets resulting from experience different from that assumed or from changes in assumptions. The minimum amortization of unrecognized gains or losses, as described in SFAS No. 87, “Employers’ Accounting for Pensions,” was included in pension expense. Prior service costs, which are changes in benefit obligations due to plan amendments, are amortized on a straight-line basis over the average remaining service period for active employees. As of December 31, 2004, the market-related value of plan assets excludes deferred asset gains of $151 million and recognizes changes in fair value in a systematic and rational manner over five years. If the market value of assets had been used to determine pension expense, the impact would have been a decrease to the 2004 costs of $24 million. Approximately $14 million is attributable to the expected return on asset component of expense and $10 million is due to the gain/loss amortization component.

      The most critical assumptions and their sensitivity to change are presented below:

Assumptions:

					Postretirement
		Pension Benefits			Benefits			All Plans
		2004			2004			2003
Weighted-average assumption used to determine benefit obligations at December 31:
	Discount rate		6.05%			6.05%			6.15%
	Rate of compensation increase		4.77%			4.79%			5.00%
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 31:
	Discount rate		6.15%/6.27%	(1)		6.15%/6.45%	(2)		6.40%/6.50%	(3)
	Expected long-term return on plan assets		8.79%			8.50%			9.00%
	Rate of compensation increase		4.77%			4.79%			5.00%

(1)  A discount rate of 6.15% was used for the period from January 1, 2004, to July 31, 2004, and a weighted-average discount rate of 6.27% was used for the period from August 1, 2004, to December 31, 2004, to reflect the impact of the business combination.

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(2)	A discount rate of 6.15% was used for the period from January 1, 2004, to July 31, 2004, and a weighted-average discount rate of 6.45% was used for the period from August 1, 2004, to December 31, 2004, to reflect the impact of the business combination.
(3)	A discount rate of 6.40% was used for the period from January 1, 2003, to August 31, 2003, and adjusted to a discount rate of 6.50% for the period from September 1, 2003, to December 31, 2003, to reflect the impact of the 2003 restructuring plan.

      The overall expected long-term rate of return on assets assumptions for pension and postretirement assets are based on: (1) the target asset allocation for plan assets, (2) long-term capital markets forecasts for asset classes employed, and (3) active management excess return expectations to the extent asset classes are actively managed.

      Assumption Sensitivity. Assumed asset return and discount rates have a significant effect on the amounts reported for the benefit plans. A one-percentage-point change in assumed discount rate for the pension plans and other postretirement plans would have the following effects:

	1-Percentage Point						1-Percentage Point
	Increase						Decrease
	Pension			Postretirement			Pension		Postretirement
	Plans			Plans			Plans		Plans
Effect on net periodic benefit cost	$	(9	)	$	(2	)	$	7	$	2
Effect on projected benefit obligation		(495	)		(127	)		564		144

A one-percentage-point change in assumed asset return would have the following effects:

	1-Percentage Point						1-Percentage Point
	Increase						Decrease
	Pension			Postretirement			Pension		Postretirement
	Plans			Plans			Plans		Plans
Effect on net periodic benefit cost	$	(28	)	$	(1	)	$	28	$	1

      During 2002, actual asset returns for RJR’s pension assets were adversely impacted by the continued deterioration of the equity markets and declining interest rates. Additionally, corporate bond yields, which are used in determining the discount rate for future pension obligations, continued to decline. The negative asset returns and declining discount rates unfavorably affected RJR’s pension plans’ funded status. Pension expense in 2003 was adversely impacted due to these factors and the lowering of the expected return on asset assumption from 9.5% per annum for 2002 to 9.0% per annum for 2003.

      During 2003, plan assets increased $391 million, as a result of the favorable 2003 equity market performance, partially offset by benefit payments. Pension benefit obligations increased during 2003 greater than expected due to a decline in discount rates. However, at December 31, 2003, the pension benefit obligation of RJR’s pension plans exceeded the fair value of plan assets by $750 million.

      During 2004, pension plan assets increased $1.9 billion, primarily due to the addition of $1.6 billion of assets assumed in the business combination and as a result of the favorable 2004 equity market performance, partially offset by benefit payments. The pension benefit obligation increased $2.1 billion, primarily due to the addition of $1.9 billion for the former B&W plans and the decline in discount rates, partially offset by benefit payments. However, at December 31, 2004, the pension benefit obligation exceeded the fair value of plan assets by $956 million.

      During 2004, RAI assumed $312 million for postretirement plan assets in the business combination. The postretirement benefit obligation increased by $605 million, primarily due to the addition of $621 million for the former B&W plans, partially offset by benefit payments. At December 31, 2004, the postretirement benefit obligation exceeded the fair value of plan assets by $1.1 billion. RAI does not expect to pre-fund any additional postretirement benefit obligations in the future.

      Pension expense in 2005 is expected to be within a range of $100 million to $115 million, compared with expense of $81 million in 2004, primarily due to the lower discount rate of 6.05%. Postretirement

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benefit expense in 2005 is expected to be within a range of $60 million to $75 million, compared with expense of $67 million in 2004, primarily due to the lower discount rate of 6.05%.

      The amount by which the pension benefit obligation exceeds the fair value of the plan assets could increase to the extent of a decline in the fair value of plan assets, as well as adverse changes in actuarial assumptions, including a reduction in the discount rate used to calculate the pension benefit obligation.

      RAI disclosed in its financial statements for the year ended December 31, 2004, that it expected to contribute $208 million to its pension plans in 2005. To reach a desired funding level in its pension plans, RAI increased its expected 2005 contributions to $284 million. RAI expects payments related to its postretirement plans to be $70 million in 2005.

      On December 8, 2003, President Bush signed into law the Medicare Prescription Drug, Improvement and Modernization Act of 2003. This law expanded Medicare to include, for the first time, coverage for prescription drugs. The act introduces a prescription drug benefit under Medicare Part D as well as a federal subsidy to sponsors of retiree health-care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. RAI sponsors retiree medical programs, which include coverage for prescription drugs. RJR deferred financial recognition of this legislation until 2004, which was permitted under FASB Staff Position FAS 106-1, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003.”

      In May 2004, the Financial Accounting Standards Board, or FASB, issued FASB Staff Position No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” referred to as FSP 106-2. RAI adopted FSP 106-2 in the third quarter of 2004 and as a result, net postretirement health-care costs were reduced approximately $4 million. The accumulated postretirement benefit obligation was reduced approximately $82 million for the federal subsidy related to benefits attributed to past service. This includes $38 million for the former B&W plans that is reflected in the benefit obligation assumed in the business combination. As additional information becomes available regarding how to determine and collect the Medicare Part D subsidy, RAI will review and possibly update these amounts.

      Differences between actual results and actuarial assumptions are accumulated and amortized over future periods. In recent years, actual results have varied significantly from actuarial assumptions. In particular, pension plan assets have declined due to the overall decline in the capital markets, and pension and postretirement liabilities have increased as a result of the decline in the discount rate. These changes have resulted in charges to comprehensive income. These changes are expected to result in additional pension expense in future years and may also require additional cash funding of the pension obligations in the future. Additionally, postretirement expense is expected to decrease due to changes in plan benefits, partially offset by expected declines in the discount rate.

      Plan assets are invested using a combination of active and passive investment strategies. Active strategies employ multiple investment management firms. Managers within each asset class cover a range of investment styles and approaches and are combined in a way that controls for capitalization, style biases (equity investments), and interest rate bets (fixed income investments) against related benchmark indices, while focusing primarily on issue selection as a means to add value. Risk is controlled through diversification among asset classes, managers, styles and securities. Risk is further controlled both at the manager and asset class level by assigning excess return and tracking error targets. Investment managers are monitored to evaluate performance against these benchmark indices and targets.

      Allowable investment types include U.S. equity, non-U.S. equity, fixed income, real estate, private equity investment and hedge funds. The U.S. equity fund is composed of common stocks of large, medium and small companies, which are predominantly U.S. based. The non-U.S. equity fund includes equity securities issued by companies domiciled outside the U.S. and in depositary receipts, which represent ownership of securities of non-U.S. companies. The fixed income fund (debt securities) includes fixed income securities issued or guaranteed by the U.S. government, and to a lesser extent by non-U.S. governments, or by their respective agencies and instrumentalities, mortgage-backed securities,

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including collateralized mortgage obligations, corporate debt obligations and dollar-denominated obligations issued in the United States by non-U.S. banks and corporations (Yankee bonds). Up to 25% of the fixed income assets can be in debt securities that are below investment grade. Real estate includes publicly traded real estate investment trust securities. The hedge funds invest as a limited partner in portfolios of primarily public securities, including equities and fixed income.

      For pension assets, futures are used to equitize cash held by investment managers in order to approach fully invested portfolio positions. Otherwise, a small number of investment managers employ limited use of derivatives, including futures contracts, options on futures and interest rate swaps in place of direct investment in securities to gain efficient exposure to markets. Derivatives are not used to leverage portfolios.

      The target pension asset allocation is 43% U.S. equity investments, 18% non-U.S. equity investments, 26% fixed income investments, 8% hedge fund investments, 4% real estate and 1% other, with a rebalancing range of approximately plus or minus 5% around the target asset allocations.

      The target postretirement asset allocation is 43% U.S. equity investments, 17% non-U.S. equity investments, 27% fixed income investments, 8% hedge fund investments and 5% real estate, with a rebalancing range of approximately plus or minus 5% around the target asset allocations.

      Subsequent to the business combination, RAI has been reviewing the target asset allocations with respect to the former B&W plan assets in combination with the RAI plan assets.

      RAI’s pension plans weighted-average asset allocations at December 31, 2004, and 2003, by asset category were as follows:

		Plan Assets at December 31,
		Pensions
								Postretirement
Asset Category		2004			2003			2004
U.S. equity securities			44	%		46	%		43	%
Non U.S. equity securities			20	%		22	%		17	%
Debt securities			24	%		21	%		27	%
Hedge funds			9	%		9	%		8	%
Real estate			3	%		—			5	%
Other			—			2	%		—
	Total		100	%		100	%		100	%

Restructuring and Asset Impairment Charges

      RJR and RJR Tobacco recorded charges related to workforce reductions, asset impairments and associated exit costs during 2003 and 2002. The workforce reduction charges were recorded in accordance with SFAS No. 112, “Employers’ Accounting for Postemployment Benefits,” and SFAS No. 88. The calculation of severance pay requires management to estimate the population of employees to be terminated and the timing of their severance from employment. The calculation of benefits charges requires actuarial assumptions including determination of discount rates. The asset impairments were recorded in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” which requires management to estimate the fair value of assets to be disposed.

      On January 1, 2003, RJR adopted SFAS No. 146, “Accounting for Costs Associated with Exit and Disposal Activities.” Charges related to restructuring activities initiated after this date were recorded when incurred. Prior to this date, charges were recorded at the date of an entity’s commitment to an exit plan, in accordance with Emerging Issues Task Force Issue, or EITF, No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).”

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      During 2004, RJR Tobacco recorded restructuring accruals concerning the business combination, related to workforce reductions and exit costs. Accruals related to the business combination were recorded in accordance with EITF No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.”

      These restructuring charges were based on management’s best estimate at the time of the restructuring. The status of the restructuring activities is reviewed on a quarterly basis and any adjustments to the reserve, which could differ materially from previous estimates, would be recorded as an adjustment to operating income.

Revenue Recognition

      Revenue from product sales is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the seller’s price to the buyer is fixed or determinable, and collectibility is reasonably assured. For RAI’s operating subsidiaries, these criteria generally are met when title and risk of loss pass to the customer. Shipping and handling costs are classified as cost of products sold. With regard to estimated amounts of consideration that will be claimed by customers, costs are recognized at the latter of the date at which the related revenue is recognized or the date at which the sales incentive is offered.

      Given the nature of the business of RAI’s operating subsidiaries, revenue recognition practices contain no significant estimates that could materially affect their results of operations.

Accounting for Returned Goods

      During the second quarter of 2003, RJR Tobacco announced a revision of its policy related to returned goods. Previously, RJR Tobacco accepted all damaged and out-of-code-date products. Under its revised policy, RJR Tobacco accepts only returns of unintentionally damaged products. During the second quarter of 2003, all retail returns other than unintentionally damaged products were suspended. Returns other than unintentionally damaged products shipped from wholesalers under the previous return policy were last accepted during the third quarter of 2003.

      The revised returned goods policy resulted in a reduction in the returned goods reserve of $96 million and added $0.69 to net income per basic and diluted share, during the year ended December 31, 2003.

      During the fourth quarter of 2004, RJR Tobacco announced its intention to accept returned goods that will result directly from its new brand portfolio strategy. A returned goods accrual of $38 million was recorded for these expected returns, adversely impacting net income $0.21 per basic and diluted share for the year ended December 31, 2004.

Income Taxes

      Tax law requires certain items to be included in taxable income at different times than are required for book reporting purposes under SFAS No. 109, “Accounting for Income Taxes.” These differences may be permanent or temporary in nature.

      To the extent a book and tax difference is permanent in nature — that is, if the financial treatment differs permanently from the tax treatment under SFAS No. 109 — the tax effect of this item is reflected in RAI’s effective income tax rate.

      RAI determines its annual effective income tax rate based on forecasted pre-tax book income and forecasted permanent book and tax differences. The rate is established at the beginning of the year, and it is evaluated on a quarterly basis. Any changes to the forecasted information or any resolution of an audit with taxing authorities may cause the effective rate to be adjusted. Any required adjustments are made on a prospective basis for the remaining quarters in the year.

      To the extent that any book and tax differences are temporary in nature — that is, if the book realization will occur in a different period than the tax realization — a deferred tax asset or liability is established as required under SFAS No. 109. To the extent that a deferred tax asset is created,

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management evaluates RAI’s ability to realize this asset. Management currently believes it is more likely than not that the deferred tax assets will be realized. To the extent a deferred tax liability is established under SFAS No. 109, it is recorded, tracked and once it becomes currently due and payable, paid to the taxing authorities.

      During 2004 and 2003, RAI and RJR Tobacco reached agreements with the Internal Revenue Service for open items from prior years, resulting in the resolution of certain tax matters. These resolutions reduced income tax expense by $126 million and $169 million, respectively. During 2004 and 2003, favorable adjustments of $45 million and $121 million, respectively, were recorded to extraordinary gain; and a favorable adjustment of $106 million in 2003 was recorded to the gain on discontinued operations.

      The financial statements currently reflect management’s best estimate of RAI’s current and deferred tax liabilities and assets. Future events, including but not limited to additional resolutions with taxing authorities, could have an impact on RAI’s current estimate of tax liabilities, realization of tax assets and upon RAI’s effective income tax rate.

Recent Accounting Pronouncements

      In November 2004, the FASB issued SFAS No. 151, “Inventory Costs — an amendment of ARB No. 43, Chapter 4.” This statement clarifies the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted materials. Accounting Research Bulletin, or ARB, No. 43 allowed some of these costs to be carried as inventory, whereas SFAS No. 151 requires these costs to be recognized as expenses when incurred. Additionally, SFAS No. 151 requires that the allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities. SFAS No. 151 is effective for RAI as of January 1, 2006. RAI does not expect the adoption of SFAS No. 151 to have a material impact on its financial position, results of operations or cash flows.

      In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets-an amendment to APB Opinion No. 29.” This statement requires exchanges of similar productive assets to now be accounted for at fair value, the basic principle for nonmonetary transactions, unless the exchange lacks commercial substance. SFAS No. 153 is effective for RAI as of January 1, 2006. RAI does not expect the adoption of SFAS No. 153 to have a material impact on its financial position, results of operations or cash flows.

      Also in December 2004, the FASB issued two Staff Positions that provide accounting guidance for the effects of the American Jobs Creation Act of 2004 that was signed into law on October 22, 2004. FAS 109-1, “Application of FASB Statement No. 109, ’Accounting for Income Taxes,’ to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004,” states the manufacturers’ deduction provided for under this legislation should be accounted for as a special deduction instead of a tax rate change. FAS 109-2, “Accounting and Disclosure Guidance for the Foreign Earnings Repatriation Provision within the American Jobs Creation Act of 2004,” allows additional time to evaluate the effects of the legislation for repatriation of foreign earnings. RAI has not yet determined the impact that adoption of these Staff Positions may have on its financial position, results of operations or cash flows. For further information regarding potential impacts, see note 11 to consolidated financial statements included in RAI’s 2004 Form 10-K.

      In addition, in December 2004, the FASB issued SFAS No. 123(R), “Share-Based Payment.” This statement is a revision of SFAS No. 123 and supersedes APB No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. SFAS No. 123(R) addresses all forms of share-based payments awards, including shares issued under employee stock purchase plans, stock options, restricted stock and stock appreciation rights. SFAS No. 123(R) is effective for RAI as of January 1, 2006. RAI does not expect the adoption of SFAS No. 123(R) to have a material impact on its financial position, results of operations or cash flows primarily because all of RAI’s outstanding stock options are fully vested. For further information on stock plans, see note 16 to consolidated financial statements included in RAI’s 2004 Form 10-K.

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      In March 2005, the FASB issued Interpretation No. 47, “Accounting for Conditional Asset Retirement Obligations,” referred to as FIN No. 47. FIN No. 47 clarifies SFAS No. 143, “Accounting for Asset Retirement Obligations,” relating to obligations to perform an asset retirement activity in which the timing and the method of settlement is conditional upon a future event. FIN No. 47 requires a liability for the fair value of a conditional asset retirement obligation to be recognized when incurred if the fair value of the liability can be reasonably estimated. FIN No. 47 is effective for RAI no later than December 31, 2005. RAI has not yet determined the impact of the adoption of FIN No. 47 on its financial position, results of operations or cash flows.

      In June 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which replaces APB No. 20, “Accounting Changes,” and SFAS No. 3, “Reporting Accounting Changes in Interim Financial Statements.” SFAS No. 154 requires retrospective application to prior periods’ financial statements of voluntary changes in accounting principle and changes required by new accounting standards when the standard does not include specific transition provisions, unless it is impracticable to do so. SFAS No. 154 defines retrospective application as the application of a different accounting principle to prior accounting periods as if that principle had always been used and redefines restatement as the revising of previously issued financial statements to reflect the correction of an error. SFAS No. 154 is effective for RAI as of January 1, 2006. RAI does not expect the adoption of SFAS No. 154 to have a material impact on its financial position, results of operations or cash flows.

      In September 2005, the FASB’s EITF reached a consensus on Issue No. 04-13, “Inventory Exchanges.” EITF No. 04-13 requires two or more inventory transactions with the same party to be considered a single nonmonetary transaction subject to APB No. 29, “Accounting for Nonmonetary Transactions,” if the transactions were entered into in contemplation of one another. EITF No. 04-13 is effective for RAI for new arrangements entered into after April 1, 2006. RAI does not expect the adoption of EITF No. 04-13 to have a material impact on its financial position, results of operations or cash flows.

Results of Operations

Three and Nine Months Ended September 30, 2005, Compared with Three and Nine Months Ended September 30, 2004

	Three Months Ended								Nine Months Ended
	September 30, 2005								September 30, 2005
	2005		2004			% Change			2005			2004			% Change
Net sales(1)	$	2,149	$	1,866			15.2	%	$	6,209		$	4,436			40.0	%
Cost of products sold(1),(2)		1,384		1,139			21.5	%		3,736			2,647			41.1	%
Selling, general and administrative expenses		399		377			5.8	%		1,175			970			21.1	%
Loss on sale of assets		—		—			NM	(3)		25			—			NM	(3)
Amortization expense		9		11			(18.2	)%		33			11			NM	(3)
Restructuring and asset impairment charges		—		(7	)		NM	(3)		(1	)		(25	)		NM	(3)
Operating income	$	357	$	346			3.2	%	$	1,241		$	833			49.0	%

(1)	Excludes excise taxes of $1.6 billion and $1.3 billion for the nine months ended September 30, 2005 and 2004, respectively.
(2)	See Cost of products sold below for information related to settlement and federal tobacco buyout expenses.
(3)	Percent change is not meaningful.

      Net sales for the third quarter of 2005 increased $283 million from the comparable prior-year quarter, primarily due to increased volume of $159 million, driven by the business combination, and higher pricing net of higher discounting. Net sales increased $1.8 billion during the first nine months of 2005 from the comparable prior-year period, primarily due to increased volume of $1.6 billion, driven by the business combination and higher pricing net of higher discounting. RAI’s net sales are dependent upon its shipment

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volume in a declining market, full-price versus savings brand mix, and list pricing, offset by promotional spending, trade incentives and federal excise taxes.

      Domestic shipment volume, in billions of units for RAI’s operating subsidiaries and the industry, were as follows:(1)

		Three Months Ended							Nine Months Ended
		September 30,							September 30,
						%							%
		2005		2004		Change			2005		2004		Change
RJR Tobacco investment brands:
	CAMEL excluding Regular		6.0		5.6		5.9	%		16.3		16.2		0.6	%
	KOOL		3.0		2.1		NM	(3)		8.7		2.1		NM	(3)
RJR Tobacco selective support brands:
	DORAL		4.5		4.7		(2.6)	%		12.9		13.8		(6.5	)%
	WINSTON		3.7		3.9		(4.1	)%		10.8		11.2		(3.6	)%
	SALEM		2.0		2.2		(11.1	)%		5.8		6.7		(13.4	)%
	PALL MALL Savings		1.5		1.0		NM	(3)		4.3		1.0		NM	(3)
RJR Tobacco non-support brands			7.5		6.6		13.9	%		21.8		12.6		73.0	%
RJR Tobacco total full-price			17.0		15.9		7.1	%		48.6		40.4		20.4	%
RJR Tobacco total savings			11.2		10.1		10.4	%		32.1		23.2		38.2	%
RJR Tobacco total domestic			28.2		26.0		8.4	%		80.7		63.6		26.9	%
Other			0.6		0.6		0.0	%		1.8		1.7		10.0	%
RAI total domestic			28.8		26.6		8.2	%		82.6		65.3		26.5	%
Industry(2):
	Full-price		70.4		70.8		(0.6	)%		204.6		205.8		(0.6	)%
	Savings		28.7		30.3		(5.1	)%		82.5		89.7		(8.0	)%
Industry total domestic			99.1		101.1		(1.9	)%		287.1		295.5		(2.8	)%

(1)	Amounts presented in this table are rounded on an individual basis and, accordingly, may not sum on an aggregate basis.
(2)	Based on information from MSAi. These amounts, including the restatement of prior periods, reflect revised methodology adopted to better estimate industry volume.
(3)	Percent change is not meaningful due to only two months of sales in 2004 for KOOL and PALL MALL.

      RJR Tobacco’s total domestic shipment volume increased 8.4% in the third quarter of 2005 from the third quarter of 2004 and 26.9% in the first nine months of 2005 from the first nine months of 2004. These increases reflect the impact of the business combination offset in part by the underlying declines in consumption, or retail sales to consumers.

      Shipments in the full-priced tier decreased to 60.4% of RJR Tobacco’s total domestic shipments during the third quarter of 2005 as compared with 61.2% in the prior-year quarter. RJR Tobacco’s full-price shipments were 60.2% and 63.5% of total shipments for the nine months ended September 30, 2005 and 2004, respectively. These decreases are primarily due to the combination of the former B&W brands, which were more heavily weighted in the savings category. Industry full-price shipments as a percentage of total domestic shipments increased to 71.0% from 70.0% in the three months ended September 30, 2005 and 2004, respectively; and to 71.3% from 69.7% in the nine months ended September 30, 2005 and 2004, respectively.

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      The shares of U.S. retail cigarette sales of RJR Tobacco are presented as if the portfolio resulting from the business combination had been combined as of July 1, 2004. The shares of RJR Tobacco as a percentage of total share of U.S. retail cigarette sales according to data(1) from IRI were:

		Three Months Ended(2)
		Sept. 30,			June 30,			Share Point			Sept. 30,			Share Point
		2005			2005			Change			2004			Change
RJR Tobacco investment brands:
	CAMEL excluding Regular		6.55	%		6.53	%		0.01			6.36	%		0.18
	KOOL		3.00	%		2.97	%		0.03			2.76	%		0.24
RJR Tobacco selective support brands:
	DORAL		4.61	%		4.69	%		(0.08	)		4.89	%		(0.28	)
	WINSTON		3.98	%		4.04	%		(0.07	)		4.12	%		(0.14	)
	SALEM		2.15	%		2.20	%		(0.05	)		2.63	%		(0.48	)
	PALL MALL Savings		1.54	%		1.50	%		0.04			1.57	%		(0.03	)
	ECLIPSE		0.01	%		0.01	%		—			0.02	%		—
RJR Tobacco non-support brands			7.82	%		7.92	%		(0.10	)		8.40	%		(0.57	)
RJR Tobacco total domestic			29.66	%		29.88	%		(0.21	)		30.75	%		(1.08	)

(1)

Retail share of U.S. cigarette sales data is included in this prospectus because it is used by RJR Tobacco primarily as an indicator of the relative performance of industry participants and brands and market trends. You should not rely on the market share data reported by IRI as being a precise measurement of actual market share because IRI is not able to effectively track all volume. Moreover, you should be aware that in a product market experiencing overall declining consumption, a particular product can experience increasing market share relative to competing products, yet still be subject to declining consumption volumes.

(2)

Amounts presented in this table are rounded on an individual basis and, accordingly, may not sum on an aggregate basis.

      The retail share of market of CAMEL’s filtered styles continued to grow compared with the prior-year period based on the strength of the brand’s equity, driven by its “Pleasure to Burn” positioning. In addition, the brand launched Turkish Silver in April 2005. KOOL continues to maintain its appeal among adult menthol smokers and increased its share in the third quarter of 2005 over the prior-year quarter. At the end of the second quarter, RJR Tobacco introduced KOOL’s “Be True” advertising campaign to support KOOL’s future growth potential.

      The combined share of market of RJR Tobacco’s investment brands during the third quarter of 2005 showed improvement over the preceding quarter and prior-year quarter. However, the decline in share of selective support and non-support brands more than offset the gains on the investment brands. The results for the first nine months of 2005 were in line with the brand portfolio strategy announced in early 2005.

      RJR Tobacco’s full-price share position of 18.16% of the market in the third quarter of 2005 declined 0.13 share points from the second quarter of 2005 and 0.42 share points from the third quarter of 2004. RJR Tobacco’s savings share position of 11.51% of the market in the third quarter of 2005 declined 0.08 share points from the second quarter of 2005 and 0.67 share points compared with the third quarter 2004.

      Santa Fe’s NATURAL AMERICAN SPIRIT brand continued to deliver higher volume and share for the first nine months of 2005 compared with the comparable 2004 period.

      Cost of products sold increased $245 million in the third quarter of 2005 from the third quarter of 2004, and increased $1.1 billion for the first nine months of 2005 compared with the first nine months of 2004, primarily due to increased MSA settlement and federal tobacco buyout expenses, as detailed in the schedule below. The increase in cost of products sold for the first nine months of 2005 compared with the

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first nine months of 2004 also was driven by integration costs of $14 million and $376 million higher variable product costs related to volume of acquired operations, including BAT contract manufacturing.

      Cost of products sold includes the following components for MSA settlement and federal tobacco buyout expenses:

		Three Months				Nine Months
		Ended				Ended
		September 30,				September 30,
		2005		2004		2005			2004
Ongoing settlement		$	717	$	652	$	2,014		$	1,592
Phase II growers’ liability offset			—		—		(79	)		—
Phase II growers’ expense			39		—		39			—
	Total settlement expense	$	756	$	652	$	1,974		$	1,592
Federal tobacco quota buyout		$	67	$	—	$	202		$	—
Federal quota tobacco stock liquidation assessment			74		—		81			—
	Total quota buyout expense	$	141	$	—	$	283		$	—

      MSA expenses are expected to be approximately $2.6 billion in 2005, subject to adjustment for changes in volume and other factors and the federal tobacco quota buyout is expected to be approximately $345 million in 2005. For additional information, see “— Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements” in “— Litigation Affecting the Cigarette Industry” and “— Governmental Activity” below.

      Selling, general and administrative expenses increased $22 million from the prior-year quarter, primarily due to increased marketing and other increased costs related to operations acquired in the business combination, partially offset by integration costs of $36 million in the third quarter of 2005 compared with $62 million for the prior-year quarter. Selling, general and administrative expenses increased $205 million during the first nine months of 2005 compared with the prior-year period, primarily due to increased legal expenses and other increased costs related to acquired operations, partially offset by $33 million growers’ settlement recorded in the first quarter of 2004. Integration costs were $74 million for the first nine months of 2005 compared with $87 million for the prior-year period.

      Selling, general and administrative expenses include the costs of litigating and administering product liability claims, as well as other legal expenses. For the quarters ended September 30, 2005 and 2004, RJR Tobacco’s product liability defense costs were $32 million and $34 million, respectively. For the nine-month periods ended September 30, 2005 and 2004, RJR Tobacco’s product liability defense costs were $111 million and $79 million, respectively. The increase in product liability defense costs for the first nine months of 2005 compared with the prior-year period was primarily related to the assumption of certain B&W litigation as a result of the business combination and the Department of Justice case.

      “Product liability” cases generally include smoking and health related cases. In particular, these cases include the following categories of cases listed in the table of cases set forth in “— Litigation Affecting the Cigarette Industry-Overview” below:

•  Individual Smoking and Health;

•  Flight Attendant — ETS (Broin II);

•  Class Actions;

•  Governmental Health-Care Cost Recovery;

•  Other Health-Care Cost Recovery and Aggregated Claims; and

•  Asbestos Contribution.

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      “Product liability defense costs” include the following items:

•  direct and indirect compensation, fees and related costs and expenses for internal legal and related administrative staff administering product liability claims;

•  fees and cost reimbursements paid to outside attorneys;

•  direct and indirect payments to third party vendors for litigation support activities;

•  expert witness costs and fees; and

•  payments to fund legal defense costs for the now dissolved Council for Tobacco Research-U.S.A.

      Numerous factors affect the amount of product liability defense costs. The most important factors are the number of cases pending and the number of cases in trial or in preparation for trial (i.e., with active discovery and motions practice). See “— Litigation Affecting the Cigarette Industry — Overview” below for detailed information regarding the number and type of cases pending, and “— Litigation Affecting the Cigarette Industry — Scheduled Trials” for detailed information regarding the number and nature of cases in trial and scheduled for trial through the end of September 2006.

      RJR Tobacco expects that the factors described above will continue to have the primary impact on its product liability defense costs in the future. Given the level of activity in cases in preparation for trial, in trial and on appeal and the amount of product liability defense costs incurred by RJR Tobacco over the past three years, RJR Tobacco’s recent experiences in defending its product liability cases and the reasonably anticipated level of activity in RJR Tobacco’s pending cases and possible new cases, RJR Tobacco does not expect that the variances in its product liability defense costs will be significantly different than they have been historically. However, it is possible that adverse developments in the factors discussed above, as well as other circumstances beyond the control of RJR Tobacco, could have a material adverse effect on the financial condition, results of operations or cash flows of RAI or its subsidiaries. Those other circumstances beyond the control of RJR Tobacco include the results of present and future trials and appeals, and the development of possible new theories of liability by plaintiffs and their counsel.

      Loss on sale of assets of $25 million relates to RJR Tobacco’s sale of its packaging operations on May 2, 2005, to a consortium of five packaging companies for $48 million.

      RJR Tobacco agreed to provide severance and related benefits to employees who would not receive offers for ongoing employment from the consortium of buyers. Accordingly, the loss includes approximately $28 million for severance and related benefits to be paid by RJR Tobacco to approximately 185 employees out of approximately 740 employees who served the packaging operations at the time of disposition. RJR Tobacco also agreed to provide a transition bonus to eligible employees who continue to work during the transition period, which is expected to be up to 24 months from the date of closing. The termination of the packaging employees triggered a remeasurement of the plan assets and benefit obligations of certain of RAI’s pension and postretirement plans. The remeasurement resulted in an additional minimum liability of $362 million and a one-time net curtailment gain of $10 million, reflecting $3 million of pension expense and $13 million of postretirement income.

      Pursuant to various supply contracts entered into between the buyers and RJR Tobacco, RJR Tobacco will continue to obtain its packaging materials from certain of the buyers. As a result of certain transitional supply pricing, which is above current market prices, $14 million was accrued as part of the loss. Accordingly, anticipated purchases over the transition period will be recorded at approximate current market prices.

      Amortization expense of $9 million and $33 million were recorded during the three- and nine-month periods ended on September 30, 2005, respectively, relating to intangibles acquired in the business combination and finite-lived trademarks. During the three-month period ended on September 30, 2004, $11 million was recorded relating to intangibles acquired in the business combination based on preliminary valuations.

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      Restructuring and asset impairment charge adjustment of $1 million was recorded during the nine-month period ended on September 30, 2005, and $7 million and $25 million were recorded during the three- and nine-month periods ended on September 30, 2004, respectively.

      The components of the 2003 restructuring and asset impairment charges recorded and utilized were:

		Employee						Contract
		Severance			Asset			Termination/
		and Benefits			Impairment			Exit Costs			Total
Original charge		$	292		$	28		$	53		$	373
	Utilized in 2003		(92	)		(28	)		(52	)		(172	)
Balance, December 31, 2003			200			—			1			201
	Incurred in 2004		—			—			1			1
	Utilized in 2004		(91	)		—			(2	)		(93	)
	Adjusted in 2004		(34	)		—			—			(34	)
Balance, December 31, 2004			75			—			—			75
	Utilized in 2005		(49	)		—			—			(49	)
Balance, September 30, 2005		$	26		$	—		$	—		$	26

      During 2003, in response to continuing challenges of an intensely competitive environment, RJR and RJR Tobacco incurred restructuring and asset impairment charges of $373 million, or $225 million after tax. Of these charges, RJR Tobacco incurred $287 million related to severance and benefits, $28 million related to asset impairments, primarily reflecting abandonment of certain merchandising fixtures not yet shipped to retailers, and $34 million related to professional fees for valuation and consulting services, as well as the discontinuation of certain event-marketing programs and other associated exit costs. The remaining $24 million was incurred by RJR.

      During 2004, RJR Tobacco decided that approximately 750 sales positions that were expected to be outsourced would not be eliminated and had approximately 100 other less-than-expected workforce reductions, primarily in manufacturing. Accordingly, associated severance and related benefits of $34 million, or $20 million after tax, was reversed from the restructuring charge during 2004.

      After the adjustments during 2004, the workforce reduction was approximately 22%, or approximately 1,680 full-time employees, in operations and corporate functions. The workforce reduction was substantially completed during the fourth quarter of 2004. The remaining accrual represents severance that will be paid through 2007.

      The cash portion of the restructuring and asset impairment charges to date is approximately $225 million, of which $171 million relates to employee severance costs and $54 million relates to exit costs. As of September 30, 2005, $199 million of this amount had been paid. Of the $115 million non-cash portion of the charges, $87 million related to benefit charges and $28 million related to asset impairments. In the condensed consolidated balance sheet as of September 30, 2005, $21 million is included in other current liabilities and $5 million is included in other noncurrent liabilities. No significant additional charges are expected to be incurred in connection with the 2003 restructuring plan. Cost savings related to the 2003 restructuring charges were $188 million during the first nine months of 2005, and are expected to be $252 million for the full year 2005 and $258 million on an annualized basis thereafter.

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      The components of the 2002 restructuring and asset impairment charges recorded and utilized were:

		Employee						Contract
		Severance			Asset			Termination/
		and Benefits			Impairment			Exit Costs			Total
Original charge		$	102		$	115		$	7		$	224
	Utilized in 2002		(44	)		(115	)		(2	)		(161	)
Balance, December 31, 2002			58			—			5			63
	Utilized in 2003		(27	)		—			—			(27	)
	Adjusted in 2003		(2	)		—			(3	)		(5	)
Balance, December 31, 2003			29			—			2			31
	Incurred in 2004		—			40			—			40
	Utilized in 2004		(23	)		(40	)		—			(63	)
	Adjusted in 2004		(2	)		—			—			(2	)
Balance, December 31, 2004			4			—			2			6
	Utilized in 2005		(2	)		—			—			(2	)
	Adjusted in 2005		—			—			(1	)		(1	)
Balance, September 30, 2005		$	2		$	—		$	1		$	3

      In 2002, RJR Tobacco recorded a pre-tax restructuring charge of $224 million, $135 million after tax, in response to changing competitive practices within the tobacco industry.

      During 2004, RJR Tobacco reversed $2 million for employee severance and benefits, due to less-than-expected workforce reductions. As adjusted, the employee severance and benefits relate to the elimination of approximately 500 full-time positions in operations support and corporate functions, which were substantially completed as of December 31, 2004.

      The asset impairment resulted from the remeasurement of the non-tobacco businesses at the lower of their carrying value or fair value less cost to sell. Based on the results of negotiations, a revaluation of the fair value of RJR Tobacco’s packaging business resulted in additional impairment of $40 million in the fourth quarter of 2004.

      Assets held for sale and liabilities related to assets held for sale in the condensed consolidated balance sheets are classified in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” As of September 30, 2005, the carrying amounts of the major classes of assets and liabilities in the disposal group included $3 million of property, plant and equipment and other. As of December 31, 2004, the carrying amounts of the major classes of assets and liabilities in the disposal group included $14 million of accounts receivable, $31 million of inventories, $7 million of property, plant and equipment and other, and $11 million of accounts payable and accrued liabilities. RJR Tobacco completed the sale of one of the non-tobacco businesses in the second quarter of 2003 and the sale of its packaging operations during the second quarter of 2005.

      Contract termination and exit costs included certain contract terminations and lease terminations of 15 sales offices. Exit costs also included the separation of the non-tobacco businesses held for sale. During 2003, $5 million of the charge was reversed, reflecting less-than-expected workforce reductions and exit costs of field sales offices. During 2005, $1 million of the charge was reversed relating to the sale of the packaging operations.

      The cash portion of the 2002 restructuring and asset impairment charges is expected to be $55 million and primarily relates to employee severance costs. As of September 30, 2005, $52 million of this amount had been paid. The $201 million non-cash portion included $44 million related to employee benefits, $155 million related to asset impairments and $2 million related to the write-off of prepaid promotional rights that were terminated. In the condensed consolidated balance sheet as of September 30, 2005, $3 million is included in other current liabilities. Cost savings related to the 2002 restructuring charges

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were $45 million during the first nine months of 2005 and are expected to be $60 million on an annualized basis thereafter.

      Interest and debt expense was $31 million and $81 million during the three- and nine-month periods ended September 30, 2005, respectively, an increase of $10 million and $19 million from the respective comparable prior-year periods. The increases from the prior-year periods are primarily due to higher interest rates and higher debt.

      Interest income was $23 million and $53 million during the three- and nine-month periods ended September 30, 2005, respectively, an increase of $16 million and $37 million from the respective comparable prior-year periods. The increases from the prior-year periods are primarily due to higher interest rates and to a lesser extent higher average cash balances.

      Other expense was $7 million and $14 million during the three-and nine-month periods ended September 30, 2005, respectively, an increase of $8 million and $10 million from the respective comparable prior-year periods. The increases are primarily due to $7 million net costs related to the repurchase of RJR’s 7.75% notes due 2006, described below under “— Liquidity and Financial Condition — Debt.”

      Provision for income taxes was $129 million, or an effective rate of 37.9%, in the third quarter of 2005 compared with $43 million, or an effective rate of 12.9%, in the third quarter of 2004. The provision for income taxes during the first nine months of 2005 was $454 million, or an effective rate of 37.9%, compared with $221 million, or an effective rate of 28.2%, in the prior-year period. The 2005 periods were impacted by the estimated impact of the domestic production credit of the American Jobs Creation Act, enacted on October 22, 2004, and the favorable resolution of certain state tax matters during 2005. The effective tax rates exceeded the federal statutory rate of 35% primarily due to the impact of state taxes and certain non-deductible items. The 2004 periods were impacted mainly by the resolution of certain prior years’ tax matters that resulted in a reduction of income tax expense of $96 million, offset in part by state tax and certain non-deductible items.

      Gain on sale of discontinued businesses was $1 million during nine-month period ended September 30, 2004, reflecting net settlements associated with the 1999 sale of the international business to JTI.

      Extraordinary item was $49 million income during the three- and nine-month period ended September 30, 2004, related to the 2000 acquisition of RJR’s former parent, Nabisco Group Holdings Corp., or NGH, primarily from settlement of tax matters.

Year Ended December 31, 2004, Compared with Year Ended December 31, 2003

	Year Ended December 31,
	2004		2003			% Change
Net sales(1)	$	6,437	$	5,267			22.2	%
Cost of products sold(1)(2)		3,872		3,218			20.3	%
Selling, general and administrative expenses		1,455		1,327			9.6	%
Amortization expense		24		—			NM	(3)
Fixture impairment		—		106			NM	(3)
Restructuring and asset impairment charges		5		368			NM	(3)
Goodwill and trademark impairment charges		199		4,089			NM	(3)
Operating income (loss)	$	882	$	(3,841	)		NM	(3)

(1)  Excludes excise taxes of $1.9 billion and $1.6 billion for the years ended December 31, 2004, and 2003, respectively.

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(2)	Includes settlement expense of $2.2 billion, after offset of MSA Phase II growers’ liability of $69 million, and $1.9 billion for the years ended December 31, 2004, and 2003, respectively. Includes federal tobacco buyout expense of $70 million during 2004.
(3)	Percent change is not meaningful.

      Net sales for the year ended December 31, 2004, increased $1.2 billion from the comparable prior year, primarily due to increased volume of $1.1 billion, driven by the acquired operations and slightly higher pricing due to lower promotional spending. RAI’s net sales are dependent upon its shipment volume in a declining market, full-price versus savings brand mix, and list pricing, offset by promotional spending, trade incentives and federal excise taxes.

      Domestic cigarette shipment volume, in billions of units, for RAI’s operating segments (including acquired operations since July 30, 2004) shown in the 2005 brand designations, and for the industry, was as follows:

		Year Ended December 31,
		2004		2003		% Change
RJR Tobacco investment brands:
	CAMEL excluding Regular		21.6		20.0		8.1	%
	KOOL		4.9		—		NM
RJR Tobacco selective support brands:
	DORAL		18.3		21.2		(13.8	)%
	WINSTON		14.8		15.7		(5.5	)%
	SALEM		8.9		9.3		(4.6	)%
	PALL MALL Savings		2.5		—		NM
RJR Tobacco non-support brands			20.6		13.8		49.3	%
RJR Tobacco total full-price			57.0		49.7		14.5	%
RJR Tobacco total savings			34.6		30.3		14.5	%
RJR Tobacco total domestic			91.6		80.0		14.5	%
Other			2.4		2.3		7.5	%
RAI total domestic			94.0		82.3		14.3	%
Industry(1):
	Full-price		274.4		276.1		(0.6	)%
	Savings		119.5		125.2		(4.5	)%
Industry total domestic			393.9		401.3		(1.8	)%

(1)  Based on information from MSAi, reflecting revised methodology adopted to better estimate industry volume.

      RJR Tobacco’s full-year total domestic shipment volume increased 14.5% reflecting the impact of the business combination offset in part by the underlying declines in consumption, or retail sales to consumers.

      Shipments in the full-priced tier remained at 62.2% of RJR Tobacco’s total domestic shipments during each of 2004 and 2003. Industry full-price shipments as a percentage of total domestic shipments increased to 69.7% in 2004 from 68.8% in 2003.

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      The shares of U.S. retail cigarette sales of RJR Tobacco are presented as if the portfolio had been combined as of the beginning of the periods. The shares of RJR Tobacco as a percentage of total share of U.S. retail cigarette sales according to data(1) from IRI were:

		Year Ended
		December 31,
								Share Point
		2004			2003			Change
RJR Tobacco investment brands:
	CAMEL excluding Regular		6.28	%		5.94	%		0.34
	KOOL		2.80	%		2.86	%		(0.06	)
RJR Tobacco selective support brands:
	DORAL		4.98	%		5.54	%		(0.56	)
	WINSTON		4.16	%		4.49	%		(0.33	)
	SALEM		2.59	%		2.54	%		0.05
	PALL MALL Savings		1.49	%		1.15	%		0.34
RJR Tobacco non-support brands			8.52	%		9.57	%		(1.05	)
RJR Tobacco total domestic			30.82	%		32.09	%		(1.27	)

(1)  Retail share of U.S. cigarette sales data is included in this prospectus because it is used by RJR Tobacco primarily as an indicator of the relative performance of industry participants and brands and market trends. You should not rely on the market share data reported by IRI as being a precise measurement of actual market share because IRI is not able to effectively track all volume. Moreover, you should be aware that in a product market experiencing overall declining consumption, a particular product can experience increasing market share relative to competing products, yet still be subject to declining consumption volumes.

      During 2004, CAMEL’s filtered styles continued to grow based on the strength of the brand’s equity, driven by its “Pleasure to Burn” positioning. 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 2004.

      KOOL’s 2001 repositioning has maintained its appeal among adult menthol smokers and provides potential for future growth. KOOL experienced some softness during mid-year 2004 due to increased competition in the menthol category, but improved its performance in the fourth quarter, and its share was relatively stable for the full year.

      The combined share of market of the investment brands during 2004 showed improvement over 2003. 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 2003 on WINSTON, DORAL and private label brands. SALEM’s share was relatively stable in 2004, reflecting results of its 2003 repositioning, and PALL MALL savings has increased share attributable to increased consumer acceptance and its savings brand price position.

      RJR Tobacco’s full-price share position of 18.6% of the market in 2004 declined 0.40 share points from 2003. RJR Tobacco’s savings share position of 12.2% of the market in 2004 declined 0.87 share points from 2003.

      Cost of products sold increased $654 million from 2003 primarily due to acquired operations. MSA expenses were $2.2 billion in 2004, after elimination of MSA Phase II growers’ liability of $69 million. In addition, the 2004 cost of products sold included $70 million related to the federal tobacco quota buyout legislation.

      Selling, general and administrative expenses of $1.5 billion during 2004 increased $128 million, compared with 2003, primarily due to additional costs related to acquired operations, integration costs, $33 million growers’ settlement and $17 million related to a California settlement. These increases were

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partially offset by lower overall marketing expense, the elimination of fixture amortization and lower legal expense.

      Selling, general and administrative expenses include the costs of litigating and administering product liability claims, as well as other legal expenses. During 2004 and 2003, RJR Tobacco’s product liability defense costs were $115 million and $144 million, respectively. The decrease in product liability defense costs in 2004 compared with 2003 was primarily due to a decrease in the level of activity in cases in preparation for trial, in trial and on appeal in 2004 compared with 2003.

      Amortization expense of $24 million in 2004 includes $18 million relating to the acquired intangibles for contract manufacturing, customer contracts, consumer database and patents and $6 million trademark amortization relating to several definite-lived, non-support brands. For additional information, see note 2 to consolidated financial statements included in RAI’s 2004 Form 10-K.

      Fixture impairment charges of $106 million in 2003 were non-cash charges related to transfer of ownership of RJR Tobacco’s retail merchandising fixtures to cigarette retailers and reflect the elimination of the carrying value of the fixtures. As a result of this transfer, no further amortization is required. During 2003, amortization related to the fixtures was $66 million.

      Restructuring and impairment charge adjustments resulted in net additional charges of $38 million relating to the 2002 restructuring partially offset by net reversals of $33 million relating to the 2003 restructuring.

      Goodwill and trademark impairment charges of $199 million were incurred in 2004 compared with $4.1 billion incurred during 2003. In connection with the annual impairment testing of goodwill and indefinite-lived intangible assets in the fourth quarter of 2004, impairment occurred on five of RJR Tobacco’s non-investment brands, primarily WINSTON, SALEM and DORAL. The impairment primarily reflects RJR Tobacco’s decision in the fourth quarter of 2004, in conjunction with the implementation of the brand strategies resulting from the business combination, to limit investment in these brands in an effort to optimize profitability. Accordingly, RJR Tobacco recorded impairment charges of $199 million, or $120 million after tax, based on the excess of the brands’ carrying values over their fair values, determined using the present value of estimated future cash flows assuming a discount rate of 11.0%. The discount rate was determined by adjusting the RJR Tobacco enterprise discount rate by an appropriate risk premium to reflect an asset group risk. These impairment charges are reflected as decreases in the carrying value of the trademarks in the consolidated balance sheet as of December 31, 2004, as goodwill and trademark impairment charges in the 2004 consolidated income statement and had no impact on cash flows.

      In 2003, in response to competitive changes in the tobacco industry, RJR Tobacco initiated comprehensive changes in its strategies and cost structure that resulted in a restructuring primarily during the third quarter of 2003. In conjunction with these events, RJR Tobacco tested its trademarks and goodwill for impairment. The trademark impairment testing indicated that impairment occurred on certain of RJR Tobacco’s brands, primarily WINSTON and DORAL, reflecting RJR Tobacco’s decision in the third quarter of 2003 to limit investment in these brands in an effort to optimize profitability. Accordingly, RJR Tobacco recorded an impairment charge of $326 million, or $197 million after tax, in the third quarter of 2003. This charge was based on the excess of the brands’ carrying values over their estimated fair values, determined using the present value of estimated future cash flows assuming a discount rate of 10.5%. The discount rate was determined by adjusting the RJR Tobacco enterprise discount rate by an appropriate risk premium to reflect an asset group risk. This impairment charge was included in goodwill and trademark impairment charges in the consolidated statements of income, as a decrease in the carrying value of trademarks in the consolidated balance sheet as of December 31, 2003, and had no impact on cash flows.

      For the purpose of testing goodwill, the fair value of RJR Tobacco was determined by an independent appraisal firm, based on the present value of the estimated future cash flows of the reporting unit assuming a discount rate of 10.0%. The determination of this discount rate was based on a weighted average cost of

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capital using a risk-free rate adjusted by a stock-beta adjusted risk premium. The valuation, in accordance with SFAS No. 142, indicated that the carrying value of RJR Tobacco exceeded its implied fair value. Preliminary estimated fair values were assigned to RJR Tobacco’s assets and liabilities to estimate the implied fair value of RJR Tobacco’s goodwill. As a result, the carrying amount of the goodwill of RJR Tobacco exceeded its implied fair value by $3.3 billion, and an impairment charge equal to that estimated excess was recognized in the third quarter of 2003. During the fourth quarter of 2003, RJR Tobacco completed its impairment measurement and recorded an additional $0.5 billion charge. These impairment charges were included in goodwill and trademark impairment charges in the consolidated income statement, as a decrease in the carrying value of goodwill in the consolidated balance sheet as of December 31, 2003, and had no impact on cash flows.

      Interest and debt expense was $85 million for the year ended December 31, 2004, a decrease of $26 million from 2003. This decrease is primarily due to the repayment of $550 million and $191 million in debt in the second and third quarters of 2003, respectively.

      Other (income) expense, net was $2 million income in 2004 compared with $5 million in 2003. The decrease was primarily due to proceeds from a lease termination in 2003 of $10 million. Partially offsetting this decrease were improved earnings from the R. J. Reynolds-Gallaher International Sarl joint venture.

      Provision for (benefit from) income taxes was a provision of $202 million, or an effective rate of 24.4%, for the year ended December 31, 2004, compared with a benefit of $229 million, or an effective rate of 5.8%, in 2003. The 2004 provision was impacted mainly by the resolution of certain prior years’ tax matters that resulted in a reduction of income tax expense of $126 million, offset in part by state tax and certain non-deductible items. The 2003 benefit included $169 million from a favorable resolution of prior years’ tax matters, offset primarily by the effect of non-deductible goodwill impairment.

      Discontinued operations reflect transactions related to the 1999 sale of RJR’s international tobacco business to Japan Tobacco, Inc. During 2004 and 2003, these transactions included $12 million and $16 million, respectively, of after-tax reversals of indemnification accruals. During 2003, these transactions also included $106 million related to favorable resolution of tax matters. Including these adjustments, the net after-tax gain on the sale of the international tobacco business was $2.5 billion.

      Extraordinary items included a gain of $49 million in 2004 and $121 million in 2003 related to the 2000 acquisition of RJR’s former parent, NGH, primarily from settlement of tax matters. Including these adjustments, the net after-tax gain on the acquisition was $1.6 billion.

Year Ended December 31, 2003, Compared with Year Ended December 31, 2002

	Year Ended December 31,
	2003			2002		% Change
Net sales(1)	$	5,267		$	6,211		(15.2	)%
Cost of products sold(1)(2)		3,218			3,732		(13.8	)%
Selling, general and administrative expenses		1,327			1,463		(9.3	)%
Fixture impairment		106			—		NM	(3)
Restructuring and asset impairment charges		368			224		64.3	%
Goodwill and trademark impairment charges		4,089			13		NM	(3)
Operating income (loss)	$	(3,841	)	$	779		NM	(3)

(1)	Excludes excise taxes of $1.6 billion and $1.8 billion for the years ended December 31, 2003 and 2002, respectively.
(2)	Includes settlement expense of $1.9 billion and $2.5 billion for the years ended December 31, 2003 and 2002, respectively.
(3)	Percent change is not meaningful.

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      Net sales for the year ended December 31, 2003 decreased $944 million from the comparable prior year due to $989 million lower overall volume and $113 million increased promotional spending, net of higher pricing, partially offset by a benefit of $96 million related to RJR Tobacco’s change in returned goods policy. RJR’s net sales are dependent upon its shipment volume in a declining market, full-price versus savings brand mix, and list pricing, offset by promotional spending, trade incentives and federal excise taxes.

      Prior to adoption of the 2005 brand strategy, shipment volume in the domestic category for RJR’s operating segments, and for the industry, in billions of units, was as follows:

		Year Ended December 31,
		2003		2002		% Change
RJR Tobacco key brands:
	CAMEL excluding Regular		20.0		22.1		(9.5	)%
	SALEM		9.3		9.5		(1.6	)%
	Base WINSTON		15.5		17.9		(13.5	)%
	DORAL		21.2		24.6		(13.7	)%
RJR Tobacco total full-price			49.7		55.5		(10.3	)%
RJR Tobacco total savings			30.3		35.1		(13.8	)%
RJR Tobacco total domestic(1)			80.0		90.6		(11.7	)%
Santa Fe total domestic			1.2		1.0		12.5	%
RAI total domestic(1)			81.2		91.6		(11.4	)%
Industry(2):
	Full-price		274.5		284.8		(3.6	)%
	Savings		96.9		106.6		(9.2	)%
Industry total domestic			371.4		391.4		(5.1	)%

(1)	Excludes Puerto Rico and certain other U.S. territories’ volume.
(2)	The source of industry data is MSAi as originally reported. These data may not include all shipments of some manufacturers that MSAi was unable to monitor effectively. RJR Tobacco believes that the industry total domestic shipment volume may not have fully included deep-discount volume. MSAi subsequently utilizes a revised methodology adopted to better estimate industry volume.

      RJR Tobacco’s full-year total domestic shipment volume declined 11.7% due to underlying declines in consumption, or retail sales to consumers, and shifts in trade inventory levels.

      Shipments in the full-priced tier increased to 62.2% of RJR Tobacco’s total domestic shipments during 2003 as compared with 61.2% in 2002. Industry full-price shipments as a percentage of total domestic shipments increased to 73.9% in 2003 from 72.8% in 2002.

      Retail share of market as a percentage of total retail sales of RJR’s operating segments according to data from IRI was:

		For the Year
		Ended
		December 31,
								Share Point
		2004			2003			Change
RJR Tobacco key brands:
	CAMEL excluding Regular		5.94	%		5.69	%		0.25
	SALEM		2.54	%		2.41	%		0.13
	Base WINSTON		4.42	%		4.57	%		(0.15	)
	DORAL		5.54	%		5.86	%		(0.32	)
RJR Tobacco total domestic			22.52	%		22.93	%		(0.41	)
Santa Fe total domestic			0.29	%		0.26	%		0.03

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      In 2003, RJR Tobacco’s full-price share position of 14.24% of the market, was relatively level with 2002 at 14.20%. Full-price share performance was based on the growth of RJR Tobacco’s focus brands — CAMEL and SALEM, which posted a combined full-year gain of 0.38 share points — more than offsetting declines in other full-price brands.

      In 2003, CAMEL’s filtered styles posted a gain of 0.25 share points, on the strength of CAMEL’s Classic and Turkish families. SALEM showed steady momentum since its “Stir the Senses” re-launch in April 2003, gaining 0.38 share points since the first quarter through the fourth quarter of 2003. SALEM posted increases in both its Green Label and Black Label styles, with growth coming from competitive switching and increased franchise loyalty. Base WINSTON and DORAL retail share of market declined in 2003, reflecting competitive pricing pressures on their price-sensitive, adult, franchise smokers.

      Santa Fe’s NATURAL AMERICAN SPIRIT brand delivered higher volume, share and profits in 2003 compared to 2002.

      Cost of products sold decreased $514 million from 2002 primarily due to $580 million lower MSA costs, and to a much lesser extent, lower promotional product and volume-related manufacturing costs, partially offset by the adverse impact of LIFO expense of $69 million. MSA expenses were $1.9 billion in 2003.

      Selling, general and administrative expenses of $1.3 billion during 2003 decreased $136 million, compared with 2002, primarily due to lower overall marketing expense. The decrease in marketing expense, net of an $80 million increase in advertising expense, was the result of the strategic marketing changes initiated during 2003. The decreases in selling, general and administrative expenses were partially offset by $14 million fixed general expense, including higher special compensation and benefits and higher selling, general and administrative expenses of entities acquired in 2002, partially offset by lower legal expenses.

      Selling, general and administrative expenses include the costs of litigating and administering product liability claims, as well as other legal expenses. During 2003 and 2002, RJR Tobacco’s product liability defense costs were $144 million and $192 million, respectively. The decrease in product liability defense costs was primarily due to a decrease in the level of activity in cases in preparation for trial, in trial and on appeal in 2003 compared with 2002.

      Fixture impairment charges of $106 million in 2003 were recorded in the fourth quarter of 2003. These non-cash charges related to transfer of ownership of RJR Tobacco’s retail merchandising fixtures to cigarette retailers and reflect the elimination of the carrying value of the fixtures. As a result of this transfer, no further amortization is required. During 2003 and 2002, amortization related to the fixtures was $66 million and $96 million, respectively.

      Restructuring and impairment charges of $368 million, or $224 million after tax, and $224 million, or $135 million after tax, were recorded during the years ended December 31, 2003 and 2002, respectively.

      Goodwill and trademark impairment charges of $4.1 billion were incurred during 2003.

      Interest and debt expense was $111 million for the year ended December 31, 2003, a decrease of $36 million from 2002. This decrease is primarily due to the repayment of $741 million in debt in 2003, and to a lesser extent, lower interest rates in 2003.

      Interest income decreased $33 million in 2003 compared with the prior year due to a lower average cash balance combined with lower interest rates.

      Other (income) expense, net included $5 million of income in 2003 compared with $11 million of expense in the prior-year period. The change was primarily due to $10 million in proceeds from a lease termination in the first quarter of 2003.

      Provision for (benefit from) income taxes was a benefit of $229 million, or an effective rate of 5.8%, for the year ended December 31, 2003, compared with a provision of $265 million, or an effective rate of 38.8%, in 2002. The 2003 benefit included $169 million from a favorable resolution of prior years’ tax

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matters; however, the effective rate was offset primarily by non-deductible goodwill impairment. The effective tax rate in 2002 exceeded the federal statutory rate of 35% primarily due to the impact of state taxes and, to a lesser extent, certain non-deductible items.

      Discontinued operations reflect transactions related to the 1999 sale of the international tobacco business to JTI. During 2003, these transactions included a $106 million favorable resolution of tax matters. During 2003 and 2002, these transactions included $16 million and $40 million, respectively, of after-tax reversals of indemnification accruals. Including these adjustments, the net after-tax gain on the sale of the international tobacco business was $2.5 billion.

      Extraordinary items included a gain of $121 million related to the favorable resolution of tax matters related to the acquisition of NGH in 2000. Including this adjustment, the net after-tax gain on the acquisition was $1.6 billion.

Liquidity and Financial Condition

Liquidity

      At present, the principal sources of liquidity for RAI’s operating subsidiaries’ businesses and operating needs are internally generated funds from their operations and borrowings through RJR. RJR also has a committed revolving credit facility. See “— Debt” below. Cash flows from operating activities are believed to be sufficient for the foreseeable future to enable the operating subsidiaries to meet their obligations under the MSA and other state settlement agreements, to fund their capital expenditures and to make payments to RJR that, when combined with RJR’s cash balance, will enable RJR to make its required debt-service payments and to fund RAI to enable it to pay dividends to its shareholders. The negative impact, if any, on the sources of liquidity that could result from a decrease in demand for products due to short-term inventory adjustments by wholesale and retail distributors, changes in competitive pricing, or accelerated declines in consumption, cannot be predicted. RAI cannot predict its cash requirements or those of its subsidiaries related to any future settlements or judgments, including cash required to be held in escrow or to bond any appeals, if necessary, and RAI makes no assurance that it or its subsidiaries will be able to meet all of those requirements. In addition, there can be no assurances that RAI and its operating subsidiaries will be able to secure additional sources of working capital and, if available, that such working capital can be secured on acceptable terms.

      Contractual obligations, in millions, as of December 31, 2004, were:

		Payments Due by Period
				Less than
		Total		1 Year		1-3 Years		4-5 Years		Thereafter
Long-term debt, exclusive of interest(1)		$	1,584	$	50	$	828	$	199	$	507
Interest payments related to long-term debt(1)			332		84		111		71		66
Operating leases(2)			117		34		38		16		29
Non-qualified pension obligations(3)			41		6		12		11		12
Postretirement benefit obligations(3)			789		74		147		145		423
Service agreement(4)			6		4		2		—		—
Purchase obligations(5)			1,458		239		412		321		486
MSA and other state settlement obligations(6)			13,000		2,600		5,000		5,400		—
Federal tobacco buyout obligations(7)			2,400		340		540		540		980
	Total cash obligations	$	19,727	$	3,431	$	7,090	$	6,703	$	2,503

(1)  For more information about RJR’s long-term debt, see “— Debt” below and note 6 to the condensed consolidated financial statements included in RAI’s September 30, 2005, Form 10-Q.

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(2)	Operating lease obligations represent estimated lease payments primarily related to office space, automobiles, warehouse space and computer equipment. See note 20 to consolidated financial statements included in RAI’s 2004 Form 10-K.
(3)	For more information about RAI’s pension plans and postretirement benefits, see note 17 to consolidated financial statements included in RAI’s 2004 Form 10-K. Non-qualified pension and postretirement benefit obligations captioned under “Thereafter” include obligations during the next five years only. These obligations are not reasonably estimable beyond ten years.
(4)	A service agreement related to the joint venture with Gallaher Group Plc provides for annual payments denominated in Great British pounds. For more information about the related joint venture, see note 3 to consolidated financial statements included in RAI’s 2004 Form 10-K.
(5)	Purchase obligations include commitments to acquire tobacco leaf, leaf processing, media services, capital expenditures and software maintenance. The major component of the purchase obligations, although not believed to be incremental to previously anticipated leaf purchase needs, is the estimated value of the commitment to purchase leaf as a part of the settlement agreement reached in the DeLoach antitrust case, see “— Litigation Affecting the Cigarette Industry — Antitrust Cases.”
(6)	These obligations are not reasonably estimable beyond five years. For more information about RJR Tobacco’s settlement payments, see “— Litigation Affecting the Cigarette Industry — Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements.”
(7)	For more information about the tobacco buyout legislation, see “— Tobacco Buyout Legislation.”

      Commitments, in millions, as of December 31, 2004, were:

		Commitment Expiration Period
				Less than
		Total		1 Year		1-3 Years
Standby letters of credit backed by revolving credit facility		$	29	$	28	$	1
	Total commitments	$	29	$	28	$	1

      The issuance of the outstanding notes in the second quarter of 2005 and the closing of the tender offer for the 2006 notes, in the third quarter of 2005 resulted in the following material changes in RAI’s contractual obligations:

		Payments Due by Period
					Less than
					1 Year		1-3 Years			4-5 Years		Thereafter
		Total			(2005)		(2006-2007)			(2008-2009)		(2010 +)
Long-term debt issued in June 2005, exclusive of interest(1)		$	499		$	—	$	—		$	—	$	499
Long-term debt reduction related to the tender offer of the 2006 notes exclusive of interest(1)			(310	)		—		(310	)		—		—
Interest payments related to long-term debt issued in June 2005 net of the 2006 notes reduction(1)			229			9		62			68		90
	Total change in cash obligations	$	418		$	9	$	(248	)	$	68	$	589

(1)  For more information about RJR’s long-term debt, see “— Debt” below and note 6 to the condensed consolidated financial statements included in RAI’s September 30, 2005, Form 10-Q

Cash Flows

      Net cash flows from operating activities were $851 million in the first nine months of 2005, compared with $489 million in the first nine months of 2004. This change is primarily due to higher net income and

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favorable working capital movements, including inventory and accounts receivable. These increases were offset in part by higher 2005 MSA payments and higher pension funding in 2005. Net cash flows from operating activities of $736 million in 2004 increased $155 million from 2003. This change also was primarily due to higher net income, partially offset by the cash utilization of restructuring charges and funding of retirement benefits during 2004. Net cash flows from operating activities increased $92 million to $581 million in 2003, when compared with 2002. This change primarily reflects benefits related to income taxes and lower MSA tobacco settlement expenses partially offset by decreased revenues due primarily to decreased volume, and to a lesser extent, increased promotional expenses.

      Net cash flows used in investing activities were $663 million in the first nine months of 2005, compared with $344 million net cash flows from investing activities in the prior-year period. This change is primarily due to higher net purchases of short-term investments offset in part by proceeds from the sale of the packaging business in 2005. Cash flows from investing for the 2004 period were also affected by $204 million net cash received related to the business combination. Net cash flows from investing activities were $260 million in 2004 compared with $641 million in 2003. This change is primarily due to the 2003 higher net proceeds from the sales of short-term investments and the liquidation of a trust which effectively defeased subordinated debentures that were acquired with NGH in 2000 and the net cash proceeds acquired in the 2004 business combination. Net cash flows from investing activities were $641 million in 2003 compared with a use of $901 million in 2002. Net cash flows used in investing activities during 2002 included the net purchases of short-term investments, the 2002 acquisition of Santa Fe, net of cash acquired, and increased capital expenditures related to equipment replacements. The net cash flows from investing activities for 2003 and 2002 were adjusted to reflect the reclassification of auction rate notes from cash equivalents to short-term investments in the consolidated balance sheets.

      Net cash flows used in financing activities were $295 million in the first nine months of 2005, compared with $304 million in the prior-year period. This change is primarily due to the $500 million in proceeds from the issuance of the outstanding notes in June 2005 less the amount used to repurchase 2006 notes in the tender offer, offset in part by higher dividends paid reflecting the outstanding shares of common stock issued in consideration of the business combination. Net cash flows used in financing activities were $467 million in 2004 compared with $1.1 billion in 2003. This change is primarily due to the use of $741 million to repay notes that matured in 2003. Net cash flows used in financing activities were $1.1 billion in 2003 compared with a use of $105 million in 2002. This reduction is primarily due to the use of $741 million to repay notes that matured in 2003, compared with the $745 million cash proceeds provided from the issuance of notes in May 2002. This change is combined with decreased proceeds from the exercise of stock options and partially offset by the $436 million decrease in the repurchase of common stock.

Stock Repurchases

      From January through July 2004, at a cost of $28 million, RJR repurchased, and returned to treasury stock, 411,135 shares that were forfeited with respect to tax liability associated with certain option exercises and restricted stock vesting under its 1999 Long Term Incentive Plan, referred to as the 1999 LTIP. Shares held by RJR through repurchase, in addition to shares forfeited pursuant to employee stock plans, were included in treasury stock in the consolidated balance sheets prior to July 30, 2004.

      Due to RAI’s incorporation in North Carolina, concurrent with the completion of the business combination, treasury shares held by RJR were cancelled. RAI has continued to repurchase and cancel shares forfeited with respect to the tax liability associated with certain option exercises under the RAI Long-Term Incentive Plan, as successor plan to the 1999 LTIP. Additionally, to maintain B&W’s ownership level of 42%, RAI was required to repurchase and cancel shares, dependent upon certain stock issuances, through September 2005. During the first nine months of 2005, RAI repurchased 41,777 shares of its common stock at an aggregate cost of $3 million. From August through December 2004, RAI repurchased 607,642 shares of its common stock at an aggregate cost of $43 million.

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Dividends

      On July 13, 2005, RAI’s board of directors declared a quarterly cash dividend of $1.05 per common share, which equals $4.20 per common share on an annualized basis. The dividend was payable on October 3, 2005, to shareholders of record as of September 9, 2005. On November 30, 2005, RAI’s board of directors declared a quarterly cash dividend of $1.25 per common share, or $5.00 per common share on an annualized basis. The dividend is payable on January 3, 2006, to shareholders of record as of December 9, 2005. RAI’s stated policy is to pay dividends to the holders of RAI’s common stock in an aggregate amount that is approximately 75% of RAI’s annual consolidated net income.

Capital Expenditures

      RAI’s operating subsidiaries’ capital expenditures were $74 million for the first nine months of 2005 compared with $50 million for the first nine months of 2004. The increase in 2005 reflects $38 million of capital expenditures that were incurred to continue the operations integration resulting from the business combination. RAI’s operating subsidiaries plan to spend an additional $50 million to $60 million for capital expenditures during the fourth quarter of 2005, funded primarily by cash flows from operations. The estimated remaining 2005 amount includes $17 million capital expenditures that are expected to be incurred relating to the operations integration. RAI’s operating subsidiaries’ capital expenditure programs are expected to continue at a level sufficient to support their strategic and operating needs. There were no material long-term commitments for capital expenditures as of September 30, 2005. RAI’s operating subsidiaries’ capital expenditures were $92 million, $70 million and $111 million in 2004, 2003 and 2002, respectively. The increase in 2004 reflects $23 million of capital expenditures that were incurred to integrate the operations of RJR Tobacco and the U.S. cigarette and tobacco business of B&W. The expenditures in 2002 included increased equipment replacements.

Debt

      RJR’s revolving credit facility with a syndicate of banks has a committed amount of $486 million through January 2007. RJR can use the full credit facility to obtain loans or letters of credit, at its option.

      Under the terms of the credit facility, RJR is not required to maintain compensating balances; however, RJR pays commitment fees of 1.5% per annum of the credit facility committed amount. Borrowings under the credit facility bear interest at rates based upon the prime rate, the federal funds rate or LIBOR plus, in each case, an applicable interest margin based upon the credit rating assigned to RJR’s long-term guaranteed, secured debt. The credit facility has restrictive covenants that limit RAI’s ability to pay dividends and repurchase stock, and limits RAI’s and its subsidiaries’ ability to incur indebtedness, engage in transactions with affiliates, create liens, acquire, sell or dispose of specific assets and engage in specified mergers or consolidations. Under the credit facility, RAI’s cumulative dividends and share repurchases generally may not exceed the sum of $500 million plus 75% of cumulative adjusted cash net income. RJR’s credit facility is secured by substantially all of RJR’s assets, including RJR’s stock in RJR Tobacco. Also, certain of RJR’s subsidiaries, including RJR Tobacco, and RJR’s parent, RAI, have guaranteed RJR’s obligations under the credit facility and have pledged substantially all of their assets to secure such guarantees. As described below, the collateral securing RJR’s credit facility, and the related guarantees, will be released automatically in certain circumstances. At September 30, 2005, RJR had $26 million in letters of credit outstanding under the facility. No borrowings were outstanding, and the remaining $460 million of the facility was available for borrowing.

      RJR has a $30 million uncommitted, unsecured line of credit with one bank. No borrowings were outstanding on this line of credit at September 30, 2005.

      In June 2005, RJR completed a private offering of $300 million of its 6.500% secured notes due July 15, 2010, and $200 million of 7.300% secured notes due July 15, 2015. Those are the outstanding notes RJR is offering to exchange for the new notes, registered with the SEC, by this prospectus.

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      Contemporaneously with the private offering in June 2005, RJR commenced a tender offer for any and all of its then outstanding $500 million of 2006 notes, and a consent solicitation to amend the related indenture. The consents were solicited to amend the indenture to eliminate substantially all of the restrictive covenants and one of the events of default with respect to the 2006 notes. After RJR received the requisite consents to the amendments, RJR, the guarantors of the 2006 notes and the indenture trustee entered into a supplemental indenture effecting the amendments, which affect only the 2006 notes. In July 2005, RJR used a portion of the proceeds from the private offering to repurchase approximately $310 million of the 2006 notes that were tendered pursuant to the offer. The remainder of the private offering proceeds will be maintained and used to pay at maturity the 2006 notes that were not tendered in the offer. In accordance with the terms of the indenture amendments, the outstanding 2006 notes that were not tendered in the offer are no longer secured, but remain guaranteed by RAI and certain of RJR’s subsidiaries, as described below. In the third quarter of 2005, RJR recorded $7 million of net costs related to the repurchase of the 2006 notes.

      Unlike RJR’s other non-bank debt, RJR’s secured notes, as well as the 2006 notes that were not repurchased pursuant to the offer and are unsecured, are guaranteed by certain of RJR’s subsidiaries, including RJR Tobacco, and its parent, RAI, which entities also guarantee RJR’s obligations under RJR’s credit facility.

      Any guarantor that is released from its guarantee under RJR’s credit facility also will be released automatically from its guarantee of RJR’s notes. RJR’s secured notes and the related guarantees are secured by the stock of RJR and the subsidiary guarantors and certain of their subsidiaries, indebtedness of subsidiaries of RJR and the guarantors, to the extent owed to RJR or a guarantor, and principal property of RJR and the subsidiary guarantors. These assets constitute a portion of the security for the obligations of RJR and the guarantors under RJR’s credit facility. If these assets are no longer pledged as security for the obligations of RJR and the guarantors under RJR’s credit facility, or any other indebtedness of RJR, they will be released automatically as security for RJR’s secured notes and the related guarantees. Under the terms of RJR’s credit facility, the security therefor will be released automatically at such time that certain debt of RJR is rated investment grade by each of Moody’s and S&P. RAI’s stock in Santa Fe and CMSI, the parent company of Lane, is excluded from the collateral securing RAI’s guarantee of RJR’s secured notes and credit facility. Generally, the terms of RJR’s guaranteed secured notes restrict the pledge of collateral, sale/leaseback transactions and the transfer of all or substantially all of the assets of RJR and its subsidiaries.

      Moody’s rating of RJR’s guaranteed, secured notes is Ba2, negative outlook, and S&P’s rating is BB+, negative outlook. Concerns about, or further lowering of, the ratings of RJR’s guaranteed, secured notes by S&P or Moody’s could have an adverse impact on RJR’s ability to access the debt markets. However, given the cash balances of RAI and its subsidiaries, RAI’s management believes that such concerns about, or further lowering of, such ratings would not have a material adverse impact on RAI’s cash flows.

      As of September 30, 2005, RJR had $1.45 billion of guaranteed, secured notes outstanding, with fixed annual interest rates of 6.500% to 7.875%, due in 2007 through 2015 and $190 million guaranteed, unsecured notes outstanding, at a fixed annual interest rate of 7.75% due in 2006. In addition, as of September 30, 2005, RJR had $89 million of notes outstanding which were neither secured nor guaranteed, at fixed annual interest rates of 8.5% to 9.25%, due in 2007 through 2013. At its option, RJR may redeem any or all of its outstanding notes, in whole or in part at any time, subject to the payment of a make-whole premium.

      RJR uses interest rate swaps to manage interest rate risk on a portion of its debt obligations. Under certain conditions, including RJR’s guaranteed, secured debt remaining either one level below BBB- by S&P or Baa3 by Moody’s, or lower, any fair value that results in a liability position of the interest rate swaps will require full collateralization with cash or securities. In addition, because RJR and the guarantors, including RAI and RJR Tobacco, have pledged substantially all of their assets, including the

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stock of certain of their subsidiaries, to secure their obligations under RJR’s credit facility, such pledge also has secured their obligations under these interest rate swap agreements.

      RAI, RJR and their affiliates were in compliance with all covenants and restrictions imposed by their indebtedness at September 30, 2005.

Litigation Affecting the Cigarette Industry

Overview

      Introduction. Various legal proceedings, including litigation claiming that lung 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 or its affiliates, including RAI and RJR, or indemnitees, including B&W. In connection with the business combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W on July 30, 2004, RJR Tobacco agreed to indemnify B&W and its affiliates against, among other things, any litigation liabilities, costs and expenses incurred by B&W or its affiliates arising out of the U.S. cigarette and tobacco business of B&W. Accordingly, the cases discussed below include cases brought solely against RJR Tobacco and its affiliates, including RAI and RJR; cases brought against both RJR Tobacco, its affiliates and B&W; and cases brought solely against B&W and assumed by RJR Tobacco in the business combination.

      During the third quarter of 2005, 16 tobacco-related cases were served against RJR Tobacco or its affiliates or indemnitees, including B&W. On September 30, 2005, there were 1,323 cases (including approximately 1,009 individual smoker cases pending in West Virginia state court as a consolidated action) pending against RJR Tobacco or its affiliates or indemnitees, including B&W, as compared with 1,330 on September 30, 2004, pending against RJR Tobacco or its affiliates or indemnitees, including B&W, and 1,595 on September 30, 2003, pending against RJR Tobacco or its affiliates or indemnitees, without reference to B&W.

      As of October 14, 2005, 1,329 tobacco-related cases were pending against RJR Tobacco or its affiliates or indemnitees: 1,316 in the United States; seven in Puerto Rico; one in Israel; four in Canada and one in the Virgin Islands. Of the 1,329 total cases, 38 cases are pending against B&W that are not also pending against RJR Tobacco. The U.S. case number does not include the 2,650 Broin II cases, 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, pending as of October 14, 2005, and discussed below. The following table lists the number of U.S. tobacco-related cases by state that were pending against RJR Tobacco or its affiliates or indemnitees as of October 14, 2005:

		Number of
State		U.S. Cases
West Virginia			1,014	*
Florida			93
Mississippi			51
Missouri			30
New York			27
Louisiana			23
California			15
Maryland			14
Illinois			9
Alabama			5
Pennsylvania			4
Washington			4
Georgia			3
Connecticut			3
District of Columbia			2
Tennessee			2
Texas			2
Michigan			2
Minnesota			2
Oregon			2
Delaware			2
Ohio			1
Kansas			1
North Carolina			1
New Mexico			1
South Dakota			1
Massachusetts			1
Indiana			1
	Total		1,316

*  1,009 of the 1,014 cases are pending as a consolidated action.

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      Of the 1,316 pending U.S. cases, 50 are pending in federal court, 1,265 in state court and one in tribal court.

      The following table lists the categories of the U.S. tobacco-related cases currently pending against RJR Tobacco or its affiliates or indemnitees as of October 14, 2005, compared with the number of cases pending against RJR Tobacco, its affiliates or indemnities as of July 15, 2005, as reported in RAI’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, filed August 4, 2005, and a cross-reference to the discussion of each case type.

			Change in
	RJR Tobacco’s Case		Number of
	Numbers as of		Cases Since
Case Type	October 14, 2005		July 15, 2005		Page Reference
Individual Smoking and Health		1,272		-45		25
Flight Attendant — ETS (Broin II)		2,650		+1		26
Class-Action		22		No Change		27
Governmental Health-Care Cost Recovery		4		+1		31
Other Health-Care Cost Recovery and Aggregated Claims		3		+1		35
Master Settlement Agreement — Enforcement and Validity		2		No Change		36
Asbestos Contribution		1		No Change		38
Antitrust		6		-1		38
Other Litigation		6		-1		39

      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 plaintiffs 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. On May 12, 2004, the Florida Supreme Court accepted the case. Oral argument occurred on November 3, 2004. Although RJR Tobacco remains confident in the bases for appeal in this case, it cannot predict the final outcome of the appellate process. See “— Class-Action Suits” below for a further description of the Engle case.

      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. These cigarette manufacturers previously settled four other cases scheduled to come to trial, brought on behalf of Mississippi, Florida, Texas and Minnesota, by separate agreements with each state. The MSA and other state settlement agreements:

•  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 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 other state settlement agreements were $1.8 billion in 2003 and $2.0 billion in 2004. 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 business combination, will exceed $2.7 billion in 2005, $2.6 billion in each of 2006 and 2007 and $2.7 billion thereafter. However,

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these future payments will be subject to adjustments for, among other things, the volume of cigarettes sold by RJR Tobacco, RJR Tobacco’s market share and inflation. See “— Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements” below for a detailed discussion of the MSA and the other state settlement agreements, including RJR Tobacco’s monetary obligations under these agreements. RJR Tobacco records the allocation of settlement charges as products are shipped.

      Certain Terms and Phrases. Certain terms and phrases that are used in this section of this prospectus may require some explanation. The terms “judgment” or “final judgment” refer generally to the final decision of the court resolving the dispute and determining the rights and obligations of the parties. At the trial court level, for example, a final judgment generally is entered by the court after a jury verdict and after post-verdict motions have been decided. Generally, the losing party can appeal a verdict only after a final judgment has been entered by the trial court.

      The term “damages” refers to the amount of money sought by a plaintiff in a complaint, or awarded to a party by a jury, or in some cases by a judge. “Compensatory damages” are awarded to compensate the prevailing party for actual losses suffered — if liability is proved. In cases in which there is a finding that a defendant has acted willfully, maliciously or fraudulently, generally based on a higher burden of proof than is required for a finding of liability for compensatory damages, a plaintiff also may be awarded “punitive damages.” Although damages may be awarded at the trial court stage, a losing party generally may be protected from paying any damages until all appellate avenues have been exhausted by posting a supersedeas bond. The amount of such a bond is governed by the law of the relevant jurisdiction and generally is set at the amount of damages plus some measure of statutory interest, modified at the discretion of the appropriate court or subject to limits set by court or statute.

      The term “settlement” refers to certain types of cases in which cigarette manufacturers, including RJR Tobacco and B&W, have agreed to resolve disputes with certain plaintiffs without resolving the case through trial. The principal terms of settlements entered into by RJR Tobacco are explained in the following disclosure.

      Accounting for Tobacco-Related Litigation Contingencies. In accordance with applicable accounting principles, RAI and RJR Tobacco will record any loss concerning tobacco-related litigation at such time as an unfavorable outcome becomes probable and the amount can be reasonably estimated. For the reasons set forth below, 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, when viewed on an individual basis, is not probable. RJR Tobacco and its affiliates believe that they have a number of valid defenses to the smoking and health tobacco litigation claims against them, as well as valid bases for appeal of adverse verdicts against them. RJR Tobacco and its affiliates and indemnitees have, through their counsel, filed pleadings and memoranda in pending smoking and health tobacco litigation that set forth and discuss a number of grounds and defenses that they and their counsel believe have a valid basis in law and fact. Based on their experience in the smoking and health tobacco litigation against them and the strength of the defenses available to them in such litigation, RJR Tobacco and its affiliates believe that their successful defense of smoking and health tobacco litigation in the past will continue in the future. Therefore, no liability for pending smoking and health tobacco litigation currently is recorded in RAI’s consolidated financial statements. RJR has liabilities totaling $96 million that were recorded in 1999 in connection with certain indemnification claims asserted by JTI against RJR and RJR Tobacco relating to certain activities of Northern Brands International, Inc., a now inactive, indirect subsidiary of RAI formerly involved in the international tobacco business. For further information on Northern Brands and related litigation and the indemnification claims of JTI, see “— Other Litigation and Developments” and “— Other Contingencies and Guarantees.”

      RJR Tobacco and its affiliates and indemnitees continue to win the majority of smoking and health tobacco litigation claims that reach trial, and a very high percentage of the tobacco-related litigation claims brought against them continue to be dismissed at or before trial. Generally, RJR Tobacco and its affiliates and indemnitees have not settled, and currently RJR Tobacco and its affiliates do not intend to

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settle, any smoking and health tobacco litigation claims. It is the policy of RJR Tobacco and its affiliates to vigorously defend all tobacco-related litigation claims.

      The only smoking and health tobacco litigation claims settled by RJR Tobacco and B&W involved:

•  the MSA and other settlement agreements with the states of Mississippi, Florida, Texas and Minnesota, and the funding by various tobacco companies of a $5.2 billion trust fund contemplated by the MSA to benefit tobacco growers; and

•  the original Broin flight attendant case discussed below under “— Class-Action Suits.”

      The DeLoach antitrust case, discussed below under “— Antitrust Cases,” and certain MSA enforcement actions, discussed below under “— MSA — Enforcement and Validity,” also were settled separately by RJR Tobacco and B&W. Despite valid legal defenses, the decision to settle these matters resulted from unique circumstances that RJR Tobacco believes does not apply to the other tobacco-related litigation cases pending against RJR Tobacco, B&W and their respective affiliates.

      The circumstances surrounding the MSA and other state settlement agreements and the funding of a trust fund to benefit the tobacco growers are readily distinguishable from the current categories of smoking and health cases involving RJR Tobacco, B&W and their respective affiliates. The claims underlying the MSA and other state settlement agreements were brought on behalf of the states to recover funds paid for health-care and medical and other assistance to state citizens suffering from diseases and conditions allegedly related to tobacco use. The MSA and other state settlement agreements settled all the health-care cost recovery actions brought by, or on behalf of, the settling jurisdictions and contain releases of various additional present and future claims. In accordance with the MSA, various tobacco companies agreed to fund a $5.2 billion trust fund to be used to address the possible adverse economic impact of the MSA on tobacco growers. A discussion of the MSA and other state settlement agreements, and a table depicting the related payment schedule under these agreements, is set forth below under “— Governmental Health-Care Cost Recovery Cases — MSA and Other State Settlement Agreements.”

      The states were a unique set of plaintiffs and are not involved in any of the smoking and health cases remaining against RJR Tobacco or its affiliates and indemnitees, including B&W. Although RJR Tobacco, B&W and certain of their respective affiliates continue to be defendants in health-care cost recovery cases similar in theory to the state cases but involving other plaintiffs, such as hospitals, Native American tribes, and local and foreign governments, the vast majority of such cases have been dismissed on legal grounds. Indeed, eight federal courts of appeals have ruled uniformly that unions cannot successfully pursue such cases. As a result, no union cases are pending against RJR Tobacco or its affiliates or indemnitees. RJR Tobacco and its affiliates, including RAI and RJR, believe that the same legal principles that have resulted in dismissal of union and other types of health-care cost recovery cases either at the trial court level or on appeal should compel dismissal of the similar pending cases.

      Additionally, in the United States Department of Justice case brought against various industry members, including RJR Tobacco and B&W, discussed below under “— Governmental Health-Care Cost Recovery Cases,” the United States District Court for the District of Columbia granted the non-Liggett defendants’ motion to dismiss the plaintiff’s Medical Care Recovery Act and Medicare Secondary Payer claims. In these particular claims, the federal government made arguments similar to the states and sought to recover federal funds expended in providing health care to smokers who have developed diseases and injuries alleged to be smoking-related. The only remaining claims in this case involve alleged violations of the federal Racketeer Influenced and Corrupt Organizations Act statute, referred to as RICO. Under this statute, the federal government sought disgorgement of profits from the defendants in the amount of $280 billion. Overruling the trial court, the United States Court of Appeals for the District of Columbia held that disgorgement is not an available remedy. This ruling eliminates the government’s claims for $280 billion and limits the government’s potential remedies principally to forward-looking relief, including measures such as those already included in the MSA. On July 18, 2005, the government filed a petition for writ of certiorari with the United States Supreme Court on this issue. Trial of the case concluded on

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June 9, 2005, and post-trial submissions were completed on October 9, 2005. On October 17, 2005, the Supreme Court denied the petition.

      Similarly, the other cases settled by RJR Tobacco can be readily distinguished from existing cases pending against RJR Tobacco and its affiliates and indemnitees, including B&W. The original Broin case, discussed below under “— Class-Action Suits,” was settled in the middle of trial during discussions with the federal government concerning the possible settlement of the claims underlying the MSA and other state settlement agreements, among other things. The Broin case was settled at that time in an attempt to remove this case as a political distraction during the industry’s settlement discussions with the federal government and a belief that further Broin litigation would be resolved by a settlement at the federal level.

      The DeLoach case, discussed below under “— Antitrust Cases,” was a unique antitrust case brought by a unique class of plaintiffs: a class of all tobacco growers and tobacco allotment holders. The class asserted that the defendants, including RJR Tobacco and B&W, engaged in bid-rigging of U.S. burley and flue-cured tobacco auctions. Despite valid legal defenses, RJR Tobacco and B&W separately settled this case to avoid a long and contentious trial with the tobacco growers. The remaining antitrust cases pending against RJR Tobacco and B&W involve different types of plaintiffs and different theories of recovery under the antitrust laws and should not be affected by the settlement of the DeLoach case.

      Finally, as discussed under “— MSA — Enforcement and Validity,” RJR Tobacco and B&W each has settled cases brought by states concerning the enforcement of the MSA. Despite valid legal defenses, these cases were settled to avoid further contentious litigation with the states involved. Each MSA enforcement action involves alleged breaches of the MSA based on specific actions taken by the particular defendants. Accordingly, any future MSA enforcement action will be reviewed by RJR Tobacco on its own merits and should not be affected by the settlement of prior MSA enforcement cases.

      Even though 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 when viewed on an individual basis, is not probable, the possibility of material losses related to tobacco litigation is more than remote. However, RAI’s management is unable to predict the outcome of such litigation or to reasonably estimate the amount or range of any possible loss other than with respect to certain indemnification claims asserted by JTI. Moreover, notwithstanding the quality of defenses available to RJR Tobacco and its affiliates and indemnitees in tobacco-related litigation matters, it is possible that RAI’s results of operations, cash flows or financial condition could be materially adversely affected by the ultimate outcome of certain pending or future litigation matters. See “— Cautionary Statement Concerning Tobacco-Related Litigation,” below.

      Theories of Recovery. The plaintiffs seek recovery on a variety of legal theories, including negligence, strict liability in tort, design defect, special duty, voluntary undertaking, breach of warranty, failure to warn, fraud, misrepresentation, unfair trade practices, conspiracy, unjust enrichment, medical monitoring, public nuisance and violations of state and federal antitrust and RICO laws. In certain of these cases, the plaintiffs claim that cigarette smoking exacerbated injuries caused by exposure to asbestos.

      The plaintiffs seek various forms of relief, including compensatory and punitive damages, treble or multiple damages and statutory damages and penalties, creation of medical monitoring and smoking cessation funds, disgorgement of profits, and injunctive and other equitable relief. Although pleaded damages often are not determinable from a complaint, and the law governing the pleading and calculation of damages varies from state to state and jurisdiction to jurisdiction, compensatory and punitive damages have been specifically pleaded in a number of cases, sometimes in amounts ranging into the hundreds of millions and even billions of dollars.

      Defenses. The defenses raised by RJR Tobacco or its affiliates and indemnitees, include, where applicable and otherwise appropriate, preemption by the Federal Cigarette Labeling and Advertising Act of some or all claims arising after 1969, the lack of any defect in the product, assumption of the risk, contributory or comparative fault, lack of proximate cause, remoteness, lack of standing and statutes of

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limitations or repose. RAI and RJR have asserted additional defenses, including jurisdictional defenses, in many of the cases in which they are named.

      Scheduled Trials. Trial schedules are subject to change, and many cases are dismissed before trial. However, it is likely that there will be an increased number of tobacco-related cases against RJR Tobacco or its affiliates and indemnitees, some involving claims for amounts ranging possibly into the hundreds of millions and even billions of dollars, coming to trial during 2006. The following table lists the trial schedule, as of October 14, 2005, for RJR Tobacco or its affiliates and indemnitees through September 30, 2006.

Trial Date	Case Name/Type	Defendant(s)		Jurisdiction
September 21, 2004 [Ongoing]	United States of America [DOJ] v. Philip Morris USA Inc. [Health-Care Reimbursement]		RJR Tobacco, B&W	United States District Court (Washington, DC)
January 3, 2006	VanDenburg v. Brown & Williamson Tobacco Corp. [Individual]		RJR Tobacco, B&W	Circuit Court Jackson County (Independence, MO)
January 23, 2006	Kimball v. R.J. Reynolds Tobacco Co. [Individual]		RJR Tobacco	United States District Court Western District (Bellingham, WA)
April 24, 2006	Major v. R.J. Reynolds Tobacco Co. [Individual]		RJR Tobacco	Superior Court Los Angeles County (Los Angeles, CA)
April 24, 2006	Barriere v. Brown & Williamson Tobacco Corp. [Individual]		RJR Tobacco, B&W	United States District Court Eastern District (New Orleans, LA)
June 5, 2006	Bell v. Brown & Williamson Tobacco Corp. [Individual]		RJR Tobacco, B&W	Circuit Court Jackson County (Independence, MO)
June 19, 2006	Hughes v. A C and S, Inc. [Individual]		RJR Tobacco, B&W	Superior Court San Francisco County (San Francisco, CA)
July 3, 2006	Dougherty v. Philip Morris, Inc. [Individual/ETS]		RJR Tobacco, B&W	Circuit Court Volusia County (Jacksonville, FL)
July 10, 2006	Falconer v. R.J. Reynolds Tobacco Co. [Individual]		RJR Tobacco, B&W	Circuit Court Jackson County (Kansas City, MO)
August 15, 2006	DeGeorge v. Philip Morris USA, Inc. [Individual]		RJR Tobacco, B&W	United States District Court Western District Central Division (Jefferson City, MO)
September 1, 2006	Gerrity v. R.J. Reynolds Tobacco Co. [Individual]		RJR Tobacco	United States District Court (New Haven, CT)
September 5, 2006	Nuzum v. Brown & Williamson Tobacco Corp. [Individual]		RJR Tobacco, B&W	Circuit Court Jackson County (Independence, MO)

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      Trial Results. Since January 1, 1999, 50 smoking and health and health-care cost recovery cases in which RJR Tobacco or B&W were defendants have been tried. Verdicts in favor of RJR Tobacco, B&W and, in some cases, RJR Tobacco, B&W and other defendants, were returned in 34 (including four mistrials) cases, tried in Florida (10), New York (4), Missouri (3) Tennessee (3), Mississippi (2), California (2), West Virginia (2), Ohio (2), Connecticut (1), Louisiana (1), New Jersey (1), Pennsylvania (1), South Carolina (1) and Texas (1).

      Two cases were tried in the first quarter of 2005 in which RJR Tobacco or B&W was a defendant. In Smith v. Brown and Williamson Tobacco Corp., a Missouri state court jury returned a compensatory damages verdict of $2 million (reduced to $500,000 due to comparative fault) and a punitive damages verdict of $20 million against B&W on February 1 and 2, 2005, respectively. On May 23, 2005, the court denied B&W’s motion for judgment notwithstanding the verdict or, alternatively, motion for a new trial. On June 1, 2005, B&W filed a notice of appeal in the Missouri Court of Appeals. On March 18, 2005, in Rose v. Brown and Williamson Tobacco Corp., a New York state court jury returned a verdict in favor of RJR Tobacco, but awarded $3.42 million in compensatory damages against B&W and Philip Morris, of which $1.71 million was assigned to B&W. A punitive damages verdict of $17 million against Philip Morris only was returned by the jury on March 28, 2005. Oral argument on the post-trial motions occurred on October 7, 2005. B&W filed its notice of appeal on August 18, 2005.

      Two cases were tried in the second quarter of 2005 in which RJR Tobacco or B&W was a defendant. In Swaty v. Philip Morris, Inc., a Broin II case, a Florida state court jury returned a verdict in favor of the defendants, including RJR Tobacco and B&W, on May 3, 2005. The plaintiff’s motion for a new trial was denied on June 23, 2005. The plaintiff filed a notice of appeal on July 21, 2005. On June 20, 2005, in Rosen v. Brown and Williamson Tobacco Corp., an individual smoker case, a New York state court judge granted B&W’s motion for directed verdict. On August 8, 2005, the plaintiffs agreed not to appeal, and B&W agreed not to seek costs.

      There were no cases tried in the third quarter of 2005 in which RJR Tobacco or B&W was a defendant.

      The following chart reflects the verdicts and post-trial developments in the smoking and health cases that have been tried since January 1, 1999, in which juries have returned verdicts in favor of the plaintiffs and against RJR Tobacco or B&W, or both. In addition, RJR Tobacco has been fined $14.8 million in a lawsuit filed by the Attorney General of California, discussed below under “— Other Litigation and Developments.” RJR Tobacco is appealing the California case.

Date of Verdict	Case Name/Type	Jurisdiction	Verdict	Post-Trial Status
July 7, 1999- Phase I April 7, 2000- Phase II July 14, 2000- Phase III	Engle v. R. J. Reynolds Tobacco Co. [Class Action]	Circuit Court, Miami-Dade County (Miami, FL)	$12.7 million compensatory damages against all the defendants; $145 billion punitive damages against all the defendants, of which approximately $36.3 billion and $17.6 billion was assigned to RJR Tobacco and B&W, respectively.	On May 21, 2003, Florida’s Third District Court of Appeal reversed the trial court and remanded the case to the Miami-Dade County Circuit Court with instructions to decertify the class. On May 12, 2004, the Florida Supreme Court agreed to review the case. Oral argument occurred on November 3, 2004. The Florida Supreme Court decision is pending.

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Date of Verdict		Case Name/Type	Jurisdiction	Verdict	Post-Trial Status
	March 20, 2000	Whiteley v. Raybestos- Manhattan, Inc. [Individual]	Superior Court, San Francisco County (San Francisco, CA)	$1.72 million compensatory damages against RJR Tobacco and Philip Morris; $20 million punitive damages, of which $10 million each was assigned to RJR Tobacco and Philip Morris.	On April 7, 2004, the California Court of Appeal reversed the judgment and remanded the case for a new trial. On June 3, 2005, the parties filed a stipulation to stay the action until December 13, 2005.
	October 12, 2000	Jones v. Brown & Williamson Tobacco Corp. [Individual]	Circuit Court, Hillsborough County (Tampa, FL)	$200,000 compensatory damages against RJR Tobacco. B&W was dismissed from the case in September 2002, prior to trial.	RJR Tobacco granted new trial on December 28, 2000; new trial decision affirmed by Florida’s Second District Court of Appeal on August 30, 2002. On April 27, 2005, the Florida Supreme Court denied the plaintiff’s notice of appeal without prejudice. On May 25, 2005, the plaintiff served notice of intent to invoke discretionary jurisdiction. On August 31, 2005, the Florida Supreme Court denied review for lack of jurisdiction. A hearing before the trial court is scheduled for January 5, 2006, for purposes of determining whether a new trial will be held and, if so, the date of such trial.
	June 4, 2001	Blue Cross and Blue Shield of New Jersey v. Philip Morris, Inc. [Health-Care Cost Recovery]	United States District Court, Eastern District (Brooklyn, NY)	$17.8 million compensatory damages against all the defendants, of which $6.6 million and $2.8 million was assigned to RJR Tobacco and B&W, respectively. Judge subsequently ordered the plaintiffs’ attorneys entitled to $37.8 million in fees.	On December 22, 2004, after the New York Court of Appeals determined that third party payer claims are too remote under New York law, the U.S. Court of Appeals for the Second Circuit reversed the judgment. On February 1, 2005, the parties stipulated to a dismissal with prejudice.
	December 12, 2001	Kenyon v. R. J. Reynolds Tobacco Co. [Individual]	Circuit Court, Hillsborough County (Tampa, FL)	$165,000 compensatory damages against RJR Tobacco.	After exhausting its state court appeals, RJR Tobacco paid the plaintiff approximately $196,000 (judgment plus interest). RJR Tobacco also has paid approximately $1.5 million in attorneys’ fees to the plaintiff’s counsel. The amount of attorneys’ fees to be awarded to the plaintiff’s counsel related to such counsel’s appellate work remains undetermined.

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Date of Verdict		Case Name/Type	Jurisdiction	Verdict	Post-Trial Status
	February 22, 2002	Burton v. R. J. Reynolds Tobacco Co. [Individual]	United States District Court (Kansas City, KS)	$198,000 compensatory damages and $15 million punitive damages against RJR Tobacco.	On February 9, 2005, the U.S. Court of Appeals for the Tenth Circuit reversed the fraudulent concealment verdict in favor of the plaintiff and therefore reversed the dependent award of punitive damages in its entirety. The appeals court affirmed the jury’s verdict on failure to warn and thereby upheld the compensatory damages award. On May 17, 2005, the U.S. District Court entered a second amended judgment reflecting the decision of the court of appeals. The judgment in favor of the plaintiff was $196,416 plus interest and costs. RJR Tobacco satisfied the judgment on June 17, 2005.
	June 11, 2002	Lukacs v. R. J. Reynolds Tobacco Co. [Engle class member]	Circuit Court, Miami-Dade County (Miami, FL)	$500,000 economic damages, $24.5 million noneconomic damages and $12.5 million loss of consortium damages against Philip Morris, B&W and Lorillard, of which B&W was assigned 22.5% of liability. Court has not entered final judgment for damages. RJR Tobacco was dismissed from the case in May 2002, prior to trial.	Judge reduced damages to $25.125 million of which B&W’s share is approximately $6 million. Final judgment will be entered only if the Engle appeal is resolved in favor of the class. If a judgment is entered, B&W intends to appeal.
	June 18, 2002	French v. Philip Morris, Inc. [Flight Attendant-ETS (Broin II)]	Circuit Court, Miami-Dade County (Miami, FL)	$5.5 million compensatory damages against all the defendants; reduced by judge to $500,000, of which $123,500 was assigned to RJR Tobacco and $82,000 was assigned to B&W.	On December 22, 2004, the Florida Third District Court of Appeal affirmed the reduced judgment and ordered the trial court to hold tobacco defendants jointly and severally liable. On November 28, 2005, the Florida Supreme Court refused to hear the case. The defendants, including RJR Tobacco for itself and on behalf of B&W, satisfied the judgment on December 6, 2005.
	September 25, 2002	Figueroa-Cruz v. R. J. Reynolds Tobacco Co. [Individual]	United States District Court (San Juan, Puerto Rico)	$500,000 compensatory damages against RJR Tobacco.	Judge granted RJR Tobacco’s motion for judgment as a matter of law on October 9, 2002. On October 28, 2003, the United States Court of Appeals for the First Circuit affirmed the trial court’s ruling. The plaintiffs’ petition for writ of certiorari was denied by the United States Supreme Court on November 1, 2004.

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Date of Verdict		Case Name/Type	Jurisdiction	Verdict	Post-Trial Status
	April 3, 2003	Eastman v. Brown & Williamson Tobacco Corp. [Individual]	Circuit Court, Hillsborough County (Tampa, FL)	$3.26 million compensatory damages against Philip Morris and B&W, of which $650,000 was assigned to B&W. The court subsequently awarded $870,000 in fees to the plaintiff’s attorneys.	After B&W exhausted its state court appeals, RJR Tobacco, due to its obligation to indemnify B&W, satisfied the judgment and paid the plaintiff approximately $1.2 million (judgment plus interest).
	May 23, 2003	Boerner v. Brown & Williamson Tobacco Corp. [Individual]	United States District Court, Eastern District, Western Division (Little Rock, AR)	$4 million compensatory damages and $15 million punitive damages against B&W.	On January 7, 2005, the U.S. Court of Appeals for the Eighth Circuit affirmed the judgment, but reduced the punitive damages award to $5 million. RJR Tobacco, due to its obligation to indemnify B&W, satisfied the judgment (approximately $9.1 million) on February 16, 2005.
	November 4, 2003	Thompson v. Brown & Williamson Tobacco Corp. [Individual]	Circuit Court, Jackson County (Independence, MO)	$1.05 million compensatory damages against Philip Morris and B&W, of which $209,351 was assigned to B&W.	The defendants’ post-trial motions were denied on February 26, 2004. The defendants appealed to the Missouri Court of Appeals. Briefing is complete. Oral argument occurred on November 3, 2005.
	December 18, 2003	Frankson v. Brown & Williamson Tobacco Corp. [Individual]	Supreme Court, Kings County (Brooklyn, NY)	$350,000 compensatory damages; 50% fault assigned to B&W and two industry organizations; $20 million in punitive damages, of which $6 million was assigned to B&W, $2 million to a predecessor company and $12 million to two industry organizations.	On January 21, 2005, the plaintiff stipulated to the court’s reduction in the amount of punitive damages from $20 million to $5 million, apportioned as follows: $0 to American Tobacco; $4 million to B&W; $500,000 to the Counsel for Tobacco Research and $500,000 to the Tobacco Institute. On January 25, 2005, B&W noticed its appeal. Briefing is not yet complete.
	May 21, 2004	Scott v. American Tobacco Co. [Class Action]	District Court, Orleans Parish (New Orleans, LA)	$591 million against RJR Tobacco, B&W, Philip Morris, Lorillard and the Tobacco Institute for a smoking cessation program.	On August 31, 2004, the defendants’ motion for judgment notwithstanding the verdict or, in the alternative, for a new trial was denied. On September 29, 2004, the defendants posted a $50 million bond and noticed their appeal. RJR Tobacco posted $25 million toward the bond. Briefing is complete. Oral argument has not been scheduled.

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Date of Verdict		Case Name/Type	Jurisdiction	Verdict	Post-Trial Status
	February 2, 2005	Smith v. Brown & Williamson Tobacco Corp. [Individual]	Circuit Court, Jackson County (Independence, MO)	$2 million in compensatory damages (reduced to $500,000 because of jury’s findings that the plaintiff was 75% at fault); $20 million in punitive damages.	On May 23, 2005, the trial judge denied B&W’s post-trial motions. On June 1, 2005, B&W filed its notice of appeal.
	March 18, 2005	Rose v. Brown & Williamson Tobacco Corp. [Individual]	Supreme Court, New York County (Manhattan, NY)	RJR Tobacco found not liable; $3.42 million in compensatory damages against B&W and Philip Morris, of which $1.71 million was assigned to B&W; $17 million in punitive damages against Philip Morris only.	Oral argument of the post-trial motions occurred on October 7, 2005. On August 18, 2005, B&W filed its notice of appeal.

      Additionally, since January 1, 1999, verdicts have been returned in 19 smoking and health cases in which RJR Tobacco, B&W, or their respective affiliates were not defendants. Verdicts were returned in favor of the defendants in ten cases — three in Florida, two in California and one in each of New Hampshire, New York, Pennsylvania, Rhode Island and Tennessee. Verdicts in favor of the plaintiffs were returned in nine cases, four in California, and two in each of Florida and Oregon and one in Illinois. The defendants’ appeals or post-trial motions are pending in these cases.

Individual Smoking and Health Cases

      As of October 14, 2005, 1,272 individual cases, including approximately 1,009 individual smoker cases in West Virginia state court in a consolidated action, were pending in the United States against RJR Tobacco, B&W, as its indemnitee, or both. This category of cases includes smoking and health cases alleging personal injury brought by or on behalf of individual plaintiffs, but does not include the Broin II cases discussed below. A total of 1,266 of the individual cases are brought by or on behalf of individual smokers or their survivors, while the remaining six cases are brought by or on behalf of individuals or their survivors alleging personal injury as a result of exposure to ETS.

      Below is a description of the individual smoking and health cases against RJR Tobacco or B&W, or both, which went to trial or were decided or remained on appeal, since January 1, 2005.

      On February 22, 2002, in Burton v. R. J. Reynolds Tobacco Co., a federal district court jury in Kansas found in favor of RJR Tobacco and B&W on product defect and conspiracy claims, but found for the plaintiff on failure to warn, failure to test and fraudulent concealment claims. The jury apportioned 99% of the fault to RJR Tobacco and 1% to B&W. It awarded the plaintiff $198,400 in compensatory damages, and determined that the plaintiff was entitled to punitive damages against RJR Tobacco but not B&W. B&W was voluntarily dismissed on June 10, 2002. On June 21, 2002, the trial court awarded the plaintiff $15 million in punitive damages. RJR Tobacco appealed to the United States Court of Appeals for the Tenth Circuit and posted a supersedeas bond in the amount of approximately $17 million. On February 9, 2005, the Tenth Circuit reversed the verdict in favor of the plaintiff for fraudulent concealment and therefore reversed the dependent award of punitive damages in its entirety. The appeals court affirmed the jury’s verdict on failure to warn and thereby upheld the compensatory damages award. On May 17, 2005, the United States District Court entered a second amended judgment reflecting the court of appeals decision. The judgment in favor of the plaintiff was $196,416 plus interest and costs. RJR

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Tobacco satisfied the judgment on June 17, 2005, and the supersedeas bond was released to RJR Tobacco on July 12, 2005.

      On May 23, 2003, in Boerner v. Brown & Williamson Tobacco Corp., a federal district court jury in Arkansas awarded $4 million in compensatory damages and $15 million in punitive damages against B&W. The judge initially struck the punitive damage award but reinstated it on September 26, 2003. The court denied B&W’s post-trial motions. B&W appealed to the United States Court of Appeals for the Eighth Circuit, which, on January 7, 2005, affirmed the trial court’s judgment, but reduced the punitive damages award to $5 million. RJR Tobacco, due to its obligation to indemnify B&W, satisfied the judgment on February 16, 2005.

      On August 15, 2003, a state court jury in Pennsylvania returned a verdict in favor of B&W in Eiser v. Brown & Williamson Tobacco Corp. Oral argument on the plaintiff’s appeal occurred on July 26, 2005. No decision has been reached.

      On November 4, 2003, in Thompson v. Brown & Williamson Tobacco Corp., a Missouri state court jury awarded $2.1 million in compensatory damages against B&W and Philip Morris. B&W was found to be 10% at fault, Philip Morris was found to be 40% at fault, and the plaintiff was found to be 50% at fault. As a result, B&W’s share of the final judgment was approximately $210,000. The defendants’ post-trial motions were denied on February 26, 2004. The defendants appealed to the Missouri Court of Appeals on March 8, 2004. Briefing is complete. Oral argument occurred on November 3, 2005.

      On December 18, 2003, in Frankson v. Brown & Williamson Tobacco Corp., a New York state court jury awarded $350,000 in compensatory damages against B&W and two former tobacco industry organizations, the Tobacco Institute and the Council for Tobacco Research. The defendants as a group and the deceased smoker were each found to be 50% at fault. On January 8, 2004, the jury awarded $20 million in punitive damages, of which $6 million was assigned to B&W, $2 million was assigned to American Tobacco, a predecessor company to B&W, and $6 million was assigned to each of the Council for Tobacco Research and the Tobacco Institute. On June 22, 2004, the trial judge granted a new trial unless the parties consented to an increase in compensatory damages to $500,000 and a decrease in punitive damages to $5 million, of which $4 million would be assigned to B&W. On January 21, 2005, the plaintiff stipulated to the reduction in punitive damages from $20 million to $5 million, apportioned as follows: $0 to American Tobacco; $4 million to B&W; and $500,000 to each of the Council for Tobacco Research and the Tobacco Institute. On January 25, 2005, B&W noticed its appeal. B&W’s opening brief was filed on September 22, 2005. Briefing is not yet complete.

      On February 1, 2005, a Missouri state court jury returned a split verdict in Smith v. Brown & Williamson Tobacco Corp., finding in favor of B&W on two counts — fraudulent concealment and conspiracy, and finding in favor of the plaintiffs on the negligence count (which incorporates failure to warn and product defect claims). The plaintiffs were awarded $2 million in compensatory damages; however, the jury found the plaintiff to be 75% at fault (and B&W 25% at fault), and thus the compensatory award was reduced to $500,000. The jury also found that there were aggravating circumstances, which provided an entitlement to punitive damages. On February 2, 2005, the jury returned a verdict awarding the plaintiffs $20 million in punitive damages. On March 10, 2005, B&W filed a motion for judgment notwithstanding the verdict, or in the alternative, for a new trial. On May 23, 2005, the trial judge denied these motions. On June 1, 2005, B&W filed its notice of appeal. Pursuant to the business combination, RJR Tobacco will post a supersedeas bond in the approximate amount of $24.3 million.

      On March 18, 2005, in Rose v. Brown and Williamson Tobacco Corp., a New York state court jury returned a verdict in favor of RJR Tobacco but returned a $3.42 million compensatory damages verdict against B&W and Philip Morris, of which $1.71 million was assigned to B&W. A punitive damages verdict of $17 million against Philip Morris only was returned by the jury on March 28, 2005. Oral argument on the post-trial motions occurred on October 7, 2005. On August 18, 2005, B&W filed its notice of appeal. The trial court denied the defendants’ post-trial motions on December 2, 2005.

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      On June 20, 2005, in Rosen v. Brown and Williamson Tobacco Corp., a New York state court judge granted B&W’s motion for directed verdict. On August 15, 2005, the plaintiff agreed not to appeal and B&W agreed not to seek costs.

Broin II Cases

      As of October 14, 2005, there were 2,650 lawsuits pending in Florida brought by individual flight attendants for personal injury as a result of illness allegedly caused by exposure to ETS in airplane cabins, referred to as the Broin II cases. In these lawsuits, filed pursuant to the terms of the settlement of the Broin v. Philip Morris, Inc. class action, discussed below under “— Class-Action Suits,” each individual flight attendant will be required to prove that he or she has a disease and that the individual’s exposure to ETS in airplane cabins caused the disease. Under the terms of the Broinsettlement, punitive damages are not available in these cases.

      On October 5, 2000, Judge Robert Kaye entered an order applicable to all Broin II cases that the terms of the Broin settlement agreement do not require the individual Broin II plaintiffs to prove the elements of strict liability, breach of warranty or negligence. Under this order, there is a rebuttable presumption in the plaintiffs’ favor on those elements, and the plaintiffs bear the burden of proving that their alleged adverse health effects actually were caused by exposure to ETS. Although the defendants still may prevail on causation and other theories, RJR Tobacco does not believe that the order is correct under Florida law or that it accurately reflects the intent of the Broin settlement agreement. RJR Tobacco and B&W, along with the other defendants, initially appealed this order in Jett v. Philip Morris, Inc., but the Florida Appellate courts refused to hear the appeal. The propriety of Judge Kaye’s order was argued in the French appeal (discussed below).

      Below is a description of the Broin II cases against RJR Tobacco and B&W that went to trial or were decided or remained on appeal, since January 1, 2005.

      In French v. Philip Morris, Inc., a Florida state court jury found in favor of the plaintiff on June 18, 2002, and awarded $5.5 million in compensatory damages. On September 13, 2002, the trial judge reduced the damages award to $500,000, but denied the defendants’ remaining post-trial motions. The defendants appealed the trial court’s final judgment to the Third District Court of Appeal of Florida. Judge Kaye’s order in Jett v. Philip Morris, Inc., referred to above, was applied, and the defendants appealed that order, as well as other matters. On December 22, 2004, the Florida Third District Court of Appeal affirmed the amended final judgment to the extent that it found in favor of the plaintiff on liability, and awarded the remitted amount of damages. The appellate court reversed the final judgment’s market share allocation of damages, and remanded with instructions that the trial court enter a judgment finding the defendants jointly and severally liable. The defendants’ petition for rehearing was denied on April 13, 2005. On May 11, 2005, the defendants filed a notice of intent to invoke the discretionary jurisdiction of the Florida Supreme Court. On November 28, 2005, the Florida Supreme Court refused to hear the case. RJR Tobacco, for itself and on behalf of B&W, paid its share of the judgment, in the approximate amount of $270,000, on December 6, 2005.

      In Janoff v. Philip Morris, Inc., a Florida state court jury found in favor of the defendants, including RJR Tobacco and B&W, on September 5, 2002. On September 12, 2002, the plaintiff filed a motion for a new trial, which the judge granted on January 8, 2003. The defendants appealed to the Florida Third District Court of Appeal, which, on October 27, 2004, affirmed the trial court’s order granting a new trial. The defendants’ motion for rehearing was denied. The defendants’ notice of intent to invoke the discretionary jurisdiction of the Florida Supreme Court was denied on November 1, 2005.

      In Swaty v. Philip Morris, Inc., a Florida state court jury found in favor of the defendants, including RJR Tobacco and B&W, on May 3, 2005. On May 12, 2005, the plaintiff filed a motion for a new trial, which was denied on June 23, 2005. On May 17, 2005, the court entered a final judgment in favor of the defendants, including RJR Tobacco and B&W. The plaintiff’s motion for a new trial was denied on June 23, 2005. The plaintiff filed a notice of appeal on July 21, 2005.

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Class-Action Suits

      As of October 14, 2005, 22 class-action cases were pending in the United States against RJR Tobacco or its affiliates or indemnitees, including B&W. In May 1996, in Castano v. American Tobacco Co., the Fifth Circuit Court of Appeals overturned the certification of a nationwide class of persons whose claims related to alleged addiction to tobacco products. Since this ruling by the Fifth Circuit, most class-action suits have sought certification of statewide, rather than nationwide, classes. Class-action suits based on claims similar to those asserted in Castano or claims that class members are at a greater risk of injury or injured by the use of tobacco or exposure to ETS are pending against RJR Tobacco and its affiliates and indemnitees, including B&W, in state or federal courts in California, Florida, Illinois, Louisiana, Minnesota, Missouri, New York, Oregon, Washington, and West Virginia. Cases in which classes have been certified or class certification decisions are pending are discussed below.

      The pending class actions against RJR Tobacco or its affiliates or indemnitees, including B&W, include 11 cases alleging that the use of the terms “lights” and “ultra lights” constitutes unfair and deceptive trade practices. Such suits are pending in state or federal courts in Florida, Illinois, Louisiana, Minnesota, Missouri, New York and Washington. Each of these cases is discussed below.

      Finally, a number of unions and other third-party payers have filed health-care cost recovery actions in the form of class actions. These cases are discussed separately below.

      Few smoker class-action complaints have been certified or, if certified, have survived on appeal. Seventeen federal courts that have considered the issue, including two courts of appeals, and most state courts have rejected class certification in smoking and health cases. Only one federal district court has certified a smoker class action — In re Simon (II) Litigation — which was filed in the United States District Court for the Eastern District of New York before Judge Weinstein. In Simon (II), on September 19, 2002, Judge Weinstein certified a nationwide mandatory, non-opt-out punitive damages class. On February 14, 2003, the United States Court of Appeals for the Second Circuit granted the defendants’ petition to review the class certification decision. On May 6, 2005, the Second Circuit, in a unanimous opinion, decertified the class. On May 19, 2005, the plaintiffs filed a petition for rehearing en banc. On August 8, 2005, the Second Circuit denied plaintiffs’ petition for rehearing and remanded the case for further proceedings to the District Court. On February 10, 2003, in Simms v. Philip Morris, Inc., the United States District Court for the District of Columbia denied certification of a proposed nationwide class of smokers who purchased cigarettes while underage. The plaintiffs have filed several motions for reconsideration of the order that denied class certification. A decision is pending.

      Classes have been certified in several state court class-action cases in which either RJR Tobacco or B&W is a defendant. On November 5, 1998, in Scott v. American Tobacco Co., a Louisiana state appeals court affirmed the certification of a medical monitoring or smoking cessation class of Louisiana residents who were smokers on or before May 24, 1996. On February 26, 1999, the Louisiana Supreme Court denied the defendants’ petition for writ of certiorari or review. Jury selection began on June 18, 2001 and was completed on September 23, 2002. Opening statements occurred on January 21, 2003. On July 28, 2003, the jury returned a verdict in favor of the defendants, including RJR Tobacco and B&W, on the plaintiffs’ claim for medical monitoring and found that cigarettes were not defectively designed. In addition, however, the jury made certain findings against the defendants, including RJR Tobacco and B&W, on claims relating to fraud, conspiracy, marketing to minors and smoking cessation. With respect to these findings, this portion of the trial did not determine liability as to any class member or class representative. What primarily remained in the case was a class-wide claim that the defendants, including RJR Tobacco and B&W, pay for a program to help people stop smoking. On March 31, 2004, phase two of the trial began to address the scope and cost of smoking cessation programs. On May 21, 2004, the jury returned a verdict in the amount of $591 million on the class’s claim for a smoking cessation program. On August 31, 2004, the defendants’ motion for judgment notwithstanding the verdict or, in the alternative, for a new trial was denied. On September 29, 2004, the defendants posted a $50 million bond (pursuant to legislation that limits the amount of the bond to $50 million collectively for MSA signatories) and noticed

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their appeal. RJR Tobacco posted $25 million (i.e., the portions for RJR Tobacco and B&W) towards the bond. Briefing is complete, but oral argument has not been scheduled.

      In addition to the Scott case, two other medical monitoring class actions have been brought against RJR Tobacco, B&W, and other cigarette manufacturers. In Blankenship v. American Tobacco Co., the first tobacco-related medical monitoring class action to be certified and to reach trial, a West Virginia state court jury found in favor of RJR Tobacco, B&W and other cigarette manufacturers on November 14, 2001. The West Virginia Supreme Court affirmed the judgment for the defendants on May 6, 2004. In Lowe v. Philip Morris, Inc., an Oregon state court judge dismissed the medical monitoring complaint on November 4, 2003, for failure to state a claim. The plaintiffs appealed, and oral argument before the Oregon Court of Appeals occurred on September 26, 2005.

      Trial began in July 1998 in Florida state court in Engle v. R. J. Reynolds Tobacco Co., in which a class consisting of Florida residents, or their survivors, alleges diseases or medical conditions caused by their alleged “addiction” to cigarettes. On July 7, 1999, the jury found against RJR Tobacco, B&W and the other cigarette-manufacturer defendants in the initial phase, which included common issues related to certain elements of liability, general causation and a potential award of, or entitlement to, punitive damages.

      The second phase of the trial, which consisted of the claims of three of the named class representatives, began on November 1, 1999. On April 7, 2000, the jury returned a verdict against all the defendants. It awarded plaintiff Mary Farnan $2.85 million, the estate of plaintiff Angie Della Vecchia $4.023 million and plaintiff Frank Amodeo $5.831 million. The jury also found, however, that Frank Amodeo knew or should have known of his claim prior to May 5, 1990. RJR Tobacco believes that the legal effect of that finding should be to bar his claim based on the applicable statute of limitations.

      The trial court also ordered the jury in the second phase of the trial to determine punitive damages, if any, on a class-wide basis. On July 14, 2000, the jury returned a punitive damages verdict in favor of the “Florida class” of approximately $145 billion against all the defendants, with approximately $36.3 billion and $17.6 billion being assigned to RJR Tobacco and B&W, respectively.

      On July 24, 2000, the defendants, including RJR Tobacco and B&W, filed numerous post-verdict motions, including motions for a new trial and to reduce the amount of the punitive damages verdict. On November 6, 2000, the trial judge denied the post-trial motions and entered judgment. In November 2000, RJR Tobacco and B&W posted appeal bonds in the amount of $100 million each, the maximum amount required pursuant to a Florida bond cap statute enacted on May 9, 2000, and intended to apply to the Engle case, and initiated the appeals process. 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 May 12, 2004, the Florida Supreme Court agreed to review the case. Oral argument occurred on November 3, 2004. The Florida Supreme Court has not yet ruled.

      On May 7, 2001, three of the non-RJR Tobacco and non-B&W defendants entered into agreements with the Engle class to deposit an additional $1.86 billion into separate escrow accounts to ensure that the stay of execution in effect pursuant to the Florida bond cap statute will remain in effect as to these three defendants throughout the appellate process, regardless of the results of a challenge, if any, to the Florida bond statute. Approximately $700 million of the total amount deposited by these three defendants is non-refundable and will go to the trial court to be distributed, regardless of the result of the appeal. RJR Tobacco and B&W did not enter into a similar agreement with the Engle class. Although RJR Tobacco cannot predict the outcome of any possible challenges to the Florida bond statute, RJR Tobacco remains confident of the applicability and validity of the statute in the Engle case.

      RJR Tobacco and/or B&W have been named as a defendant(s) in several individual cases filed by members of the Engle class. One such case, in which RJR Tobacco was dismissed prior to trial, Lukacs v. Philip Morris, Inc., was tried against Philip Morris, Liggett and B&W, and resulted in a verdict for the plaintiffs on June 11, 2002. The Florida state court jury awarded the plaintiffs a total of $37.5 million in compensatory damages. The jury assigned 22.5% fault to B&W, 72.5% fault to the other defendants and

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5% fault to plaintiff John Lukacs. On April 1, 2003, the Miami-Dade County Circuit Court granted in part the defendants’ motion for remittitur and reduced the jury’s award to plaintiff Yolanda Lukacs, on the loss of consortium claim, from $12.5 million to $0.125 million decreasing the total award to $25.125 million. No final judgment will be entered until the Engle appeal is resolved, so the time to appeal this case has not yet begun to run.

      On November 30, 2000, in Daniels v. Philip Morris Cos., Inc., a San Diego Superior Court judge reversed a prior ruling and, based on a California unfair business practices statute, certified a class consisting of all persons who, as California resident minors, smoked one or more cigarettes in California between April 2, 1994 and December 1, 1999. The court granted the defendants’ motions for summary judgment on preemption and First Amendment grounds and dismissed the action on October 21, 2002. On October 6, 2004, the California Court of Appeal, Fourth Appellate District, Division One, affirmed the trial court’s dismissal. On November 8, 2004, the plaintiffs filed a petition for review with the California Supreme Court. On February 26, 2005, the California Supreme Court granted the petition. Briefing is complete.

      On April 11, 2001, in Brown v. American Tobacco Co., Inc., the same judge in San Diego granted in part the plaintiffs’ motion for class certification. The class is composed of residents of California who smoked at least one of the defendants’ cigarettes from June 10, 1993 through April 23, 2001, and who were exposed to the defendants’ marketing and advertising activities in California. Certification was granted as to the plaintiffs’ claims that the defendants violated § 17200 of the California Business and Professions Code pertaining to unfair competition. The court, however, refused to certify the class under the California Legal Remedies Act. Class certification on the plaintiffs’ common law claims was denied on April 10, 2000. The defendants, including RJR Tobacco and B&W, filed their motion for summary judgment on January 31, 2003. On August 4, 2004, the defendants’ motion for summary judgment was granted in part and denied in part. Following the November 2004 passage of a proposition in California that changed the law regarding cases of this nature, the defendants filed a motion to decertify the class. On March 7, 2005, the court issued a ruling granting the defendants’ motion to decertify the class. On March 17, 2005, plaintiffs filed a motion for reconsideration of the court’s ruling decertifying the class. The trial judge denied the plaintiffs’ motion on April 20, 2005. The plaintiffs filed a notice of appeal on May 19, 2005. The plaintiffs filed their opening brief on November 21, 2005.

      As noted above, “lights” class-action cases are pending against RJR Tobacco or B&W in Illinois (2), Missouri (2), Minnesota (2), Louisiana (2), Florida (1), Washington (1) and New York (1). On November 14, 2001, in Turner v. R. J. Reynolds Tobacco Co., an Illinois state court judge (Madison County) certified a class defined as “[a]ll persons who purchased defendants’ Doral Lights, Winston Lights, Salem Lights and Camel Lights, in Illinois, for personal consumption, between the first date that defendants sold Doral Lights, Winston Lights, Salem Lights and Camel Lights through the date the court certifies this suit as a class action” On June 6, 2003, RJR Tobacco filed a motion to stay the case pending Philip Morris’ appeal of the Price v. Philip Morris case, which is discussed below. On July 11, 2003, the judge denied the motion, and RJR Tobacco appealed to the Illinois Fifth District Court of Appeals. The Court of Appeals denied this motion on October 17, 2003. However, on October 24, 2003, a justice on the Illinois Supreme Court ordered an emergency stay of all proceedings pending review by the entire Illinois Supreme Court of RJR Tobacco’s emergency stay/supremacy order request filed on October 15, 2003. On November 5, 2003, the Illinois Supreme Court granted RJR Tobacco’s motion for a stay pending the court’s final appeal decision in Price. This case includes both RJR Tobacco and RJR as defendants.

      On December 18, 2001, in Howard v. Brown & Williamson Tobacco Corp., another Madison County, Illinois state court judge certified a class defined as ‘[a]ll persons who purchased Defendant’s Misty Lights, GPC Lights, Capri Lights and Kool Lights cigarettes in Illinois for personal consumption, from the first date that Defendant sold Misty Lights, GPC Lights, Capri Lights and Kool Lights cigarettes in Illinois through this date.” On June 6, 2003, the trial judge issued an order staying all proceedings pending resolution of the Price v. Philip Morris case, discussed below. The plaintiffs appealed this stay order to the Illinois Fifth District Court of Appeals, which heard oral argument on October 7, 2003. The Court of Appeals affirmed the Circuit Court’s stay order on August 19, 2005.

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      A “lights” class-action case is pending in the same jurisdiction in Illinois against Philip Morris, Price v. Philip Morris, Inc., formerly known as Miles v. Philip Morris, Inc. Trial began on January 21, 2003. On March 21, 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. On April 14, 2003, the trial judge reduced the amount of bond. He ordered the bond to be secured by $800 million, payable in four equal quarterly installments beginning in September 2003, and a pre-existing $6 billion long-term note to be placed in escrow pending resolution of the case. The plaintiffs appealed the judge’s decision to reduce the amount of the bond. On July 14, 2003, the appeals court ruled that the trial judge exceeded his authority in reducing the bond and ordered the trial judge to reinstate the original bond. On September 16, 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. The Price case remains in the Illinois Supreme Court. In the event RJR Tobacco and its affiliates or indemnitees lose the Turner or Howard cases, RJR Tobacco could face similar bonding difficulties depending upon the amount of damages ordered, if any, which could have a material adverse effect on RJR Tobacco’s, and consequently RAI’s, results of operations, cash flows or financial condition.

      A “lights” class-action case is pending against each of RJR Tobacco and B&W in Missouri. On December 31, 2003, in Collora v. R. J. Reynolds Tobacco Co., a Missouri state court judge in St. Louis certified a class defined as ‘[a]ll persons who purchased Defendants’ Camel Lights, Camel Special Lights, Salem Lights and Winston Lights cigarettes in Missouri for personal consumption between the first date the Defendants placed their Camel Lights, Camel Special Lights, Salem Lights and Winston Lights cigarettes into the stream of commerce through the date of this Order.” On January 14, 2004, RJR and RJR Tobacco, the only named defendants, removed this case to the United States District Court for the Eastern District of Missouri. On September 30, 2004, the case was remanded to the Circuit Court for the City of St. Louis. On September 23, 2005, RJR Tobacco removed the case to the United States District Court for the Eastern District of Missouri. The defendants argue that the case is removable based on the United States Court of Appeals for the Eighth Circuit’s August 25, 2005, decision in Watson v. Philip Morris Companies, Inc., which upheld the federal officers removal statute as a basis for removal in “lights” cases. Similarly, in Black v. Brown & Williamson Tobacco Corp., also pending in Missouri, B&W removed the case to the United States District Court for the Eastern District of Missouri on September 23, 2005. On October 25, 2005, the plaintiffs filed a motion to remand in each of the above cases.

      Schwab [McLaughlin] v. Philip Morris USA, Inc., a nationwide “lights” class action, was filed on May 11, 2004, in the United States District Court for the Eastern District of New York before Judge Weinstein, against RJR Tobacco and B&W, as well as other tobacco manufacturers. The plaintiffs’ motion for class certification and summary judgment motions by both sides were heard on September 12, 2005, and September 13, 2005. Although trial was scheduled to commence on January 9, 2006, Judge Weinstein has ordered that he will permit several months of additional discovery before deciding the class certification issue.

      RJR Tobacco and B&W respectively removed two Louisiana cases, Harper v. R. J. Reynolds Tobacco Co. and Brown v. Brown & Williamson Tobacco Corp., to federal court. On January 27, 2005, the federal judge denied the plaintiffs’ motions to remand in both cases.

      In Dahl v. R. J. Reynolds Tobacco Co., a Minnesota state court judge dismissed the case on May 11, 2005, because the “lights” claims are preempted by the Federal Cigarette Labeling and Advertising Act. On July 11, 2005, the plaintiffs filed a notice of appeal with the Minnesota Court of Appeals for the Fourth Judicial District. On August 22, 2005, plaintiffs filed their opening brief. On September 22, 2005, RJR Tobacco removed the case to the United States District Court for the District of Minnesota, based on Watson v. Philip Morris Companies, Inc. (described above). On October 17, 2005, the plaintiffs filed a motion to remand. In Thompson v. R.J. Reynolds Tobacco Co., also pending in Minnesota, RJR Tobacco

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removed the case on September 23, 2005, to the United States District Court for the District of Minnesota. On October 21, 2005, the plaintiffs filed a motion to remand.

      Finally, two “lights” class actions are in the class certification motion and discovery process. These cases include Huntsberry v. R. J. Reynolds Tobacco Co. (Washington) and Rios v. R. J. Reynolds Tobacco Co. (Florida).

      RJR Tobacco, B&W and other cigarette manufacturer defendants settled one class-action suit, Broin v. Philip Morris, Inc., in October 1997. This case had been brought in Florida state court on behalf of all flight attendants of U.S. airlines alleged to be suffering from diseases or ailments caused by exposure to ETS in airplane cabins. The settlement agreement required the participating tobacco companies to pay a total of $300 million in three annual $100 million installments, allocated among the companies by market share, to fund research on the early detection and cure of diseases associated with tobacco smoke. It also required those companies to pay a total of $49 million for the plaintiffs’ counsel’s fees and expenses. RJR Tobacco’s portion of these payments was approximately $86 million; B&W’s portion of these payments was approximately $57 million. The settlement agreement bars class members from bringing aggregate claims or obtaining punitive or exemplary damages and also bars individual claims to the extent that they are based on fraud, misrepresentation, conspiracy to commit fraud or misrepresentation, RICO, suppression, concealment or any other alleged intentional or willful conduct. The defendants agreed that, in any individual case brought by a class member, the defendant will bear the burden of proof with respect to whether ETS can cause certain specifically enumerated diseases, referred to as “general causation.” With respect to all other issues relating to liability, including whether an individual plaintiff’s disease was caused by his or her exposure to ETS in aircraft cabins, referred to as “specific causation,” the individual plaintiff will have the burden of proof. Florida’s Third District Court of Appeal denied various challenges to this settlement on March 24, 1999, and subsequently denied motions to reconsider. On September 7, 1999, the Florida Supreme Court dismissed all proceedings, and the settlement and judgment became final. The Broin II cases, discussed above, arose out of the settlement of this case.

Governmental Health-Care Cost Recovery Cases

      MSA and Other State Settlement Agreements. In June 1994, the Mississippi attorney general brought an action, Moore v. American Tobacco Co., against various industry members, including RJR Tobacco and B&W. This case was brought on behalf of the state to recover state funds paid for health-care and medical and other assistance to state citizens suffering from diseases and conditions allegedly related to tobacco use. Most other states, through their attorneys general or other state agencies, sued RJR Tobacco, B&W and other U.S. cigarette manufacturers based on similar theories. The cigarette manufacturer defendants, including RJR Tobacco and B&W, settled the first four of these cases scheduled for trial — Mississippi, Florida, Texas and Minnesota — by separate agreements between each state and those manufacturers in each case.

      On November 23, 1998, the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, entered into the MSA with attorneys general representing the remaining 46 states, the District of Columbia, Puerto Rico, Guam, the Virgin Islands, American Samoa and the Northern Marianas. The MSA became effective on November 12, 1999, and settled all the health-care cost recovery actions brought by, or on behalf of, the settling jurisdictions and contained releases of various additional present and future claims.

      In the settling jurisdictions, the MSA released RJR Tobacco, B&W, and their affiliates and indemnitees, including RJR and RAI, from:

•  all claims of the settling states and their respective political subdivisions and other recipients of state health-care funds, relating to past conduct arising out of the use, sale, distribution, manufacture, development, advertising, marketing or health effects of, the exposure to, or research, statements or warnings about, tobacco products; and

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•  all monetary claims of the settling states and their respective political subdivisions and other recipients of state health-care funds, relating to future conduct arising out of the use of or exposure to, tobacco products that have been manufactured in the ordinary course of business.

      Set forth below are tables depicting the unadjusted tobacco industry settlement payment schedule and the settlement payment schedule for RAI’s operating subsidiaries, under the MSA and other state settlement agreements and related information for 2003 and beyond:

UNADJUSTED ORIGINAL PARTICIPATING MANUFACTURERS’

SETTLEMENT PAYMENT SCHEDULE

		2002		2003		2004			2005			2006			2007			2008+
		(In Millions)
First Four States’ Settlements:(1)
	Mississippi Annual Payment	$	111	$	136	$	136		$	136		$	136		$	136		$	136
	Florida Annual Payment		358		440		440			440			440			440			440
	Texas Annual Payment		471		580		580			580			580			580			580
	Minnesota Annual Payment		166		204		204			204			204			204			204
	Minnesota Initial Payment		243		122		—			—			—			—			—
Most Favored Nations Agreement (MS, FL, TX)			1,215		609		—			—			—			—			—
Remaining States’ Settlement:
	Initial Payments(1)		2,623		2,701		—			—			—			—			—
	Annual Payments(1)		5,691		5,691		7,004			7,004			7,004			7,004			7,126
	Additional Annual Payments (through 2017)(1)		—		—		—			—			—			—			861
	Base Foundation Funding (through 2008)		25		25		25			25			25			25			25
	Additional Foundation Payments		300		300		—			—			—			—			—
Growers’ Trust ($295 — 2009 and 2010)			500		500		500			500			500			500			500
	Offset by federal tobacco buyout(2)		—		—		(500	)		(500	)		(500	)		(500	)		(500	)
Minnesota Blue Cross and Blue Shield			57		57		—			—			—			—			—
	Total	$	11,760	$	11,365	$	8,389		$	8,389		$	8,389		$	8,389		$	9,372
RAI’S OPERATING SUBSIDIARIES’ MSA EXPENSES AND PAYMENTS
RJR Tobacco’s settlement expenses(3)		$	2,507	$	1,925	$	2,169			—			—			—			—
RJR Tobacco’s cash payments(3)		$	2,461	$	1,819	$	2,037			—			—			—			—
Other operating subsidiaries’ settlement expenses		$	7	$	9	$	14			—			—			—			—
Other operating subsidiaries’ cash payments		$	3	$	7	$	9			—			—			—			—
RJR Tobacco’s expected settlement expenses			—		—		—		>$	2,580		>$	2,550		>$	2,780		>$	2,700
RJR Tobacco’s expected cash payments			—		—		—		>$	2,700		>$	2,600		>$	2,600		>$	2,700

(1)	Subject to adjustments for changes in sales volume, inflation and other factors. All payments are to be allocated among the companies on the basis of relative market share.
(2)	The Growers’ Trust payments scheduled to expire in 2010 will be offset by obligations resulting from the federal tobacco buyout legislation, not included in this table, signed in October 2004. See “— Tobacco Buyout Legislation.”
(3)	These amounts do not include expenses or payments made in connection with B&W’s brands prior to July 30, 2004.

      The MSA also contains provisions restricting the marketing of cigarettes. Among these provisions are restrictions or prohibitions on the use of cartoon characters, brand-name sponsorships, brand-name non-

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tobacco products, outdoor and transit brand advertising, payments for product placement, free sampling and lobbying. The MSA also required the dissolution of three industry-sponsored research and trade organizations.

      The MSA and other state settlement agreements have materially adversely affected RJR Tobacco’s shipment volumes. RAI believes that these settlement obligations may materially adversely affect the results of operations, cash flows or financial position of RAI and RJR Tobacco in future periods. 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 resulting cost advantage of manufacturers not subject to the MSA and other state settlement agreements.

      Department of Justice Case. On September 22, 1999, the United States Department of Justice brought an action in the United States District Court for the District of Columbia against various industry members, including RJR Tobacco and B&W. The government sought to recover federal funds expended in providing health-care to smokers who have developed diseases and injuries alleged to be smoking-related, and, in addition, seeks, pursuant to the federal RICO statute, disgorgement of profits the government contends were earned as a consequence of a RICO racketeering “enterprise.” On December 27, 1999, the defendants filed a motion to dismiss, challenging all counts included in the action brought by the DOJ. On June 6, 2000, the trial court heard oral argument on the motion. On September 28, 2000, Judge Gladys Kessler of the United States District Court for the District of Columbia granted the non-Liggett defendants’ motion to dismiss the plaintiff’s Medical Care Recovery Act claim and Medicare Secondary Payer claim. The court denied the motion with respect to the RICO claims.

      On May 23, 2003, Judge Kessler denied the defendants’ first motion for partial summary judgment, which sought legal preclusion of many aspects of the DOJ’s lawsuit regarding advertising, marketing, promotion and warning claims. The court simultaneously granted partial summary judgment for the government on certain affirmative defenses.

      Each side filed additional summary judgment motions in the fall of 2003. The defendants as a group filed a total of nine additional summary judgment motions. The government filed six additional summary judgment motions, including motions regarding various affirmative defenses (including those affirmative defenses addressing the standard for seeking disgorgement under RICO). Rulings on the various motions are summarized below:

•  On January 23, 2004, the court granted the government’s motion for partial summary judgment on the defendants’ equitable defenses of waiver, equitable estoppel, laches, unclean hands and in pari delicto. Although the order dismissed these particular affirmative defenses, it did not address or limit the evidence that may be introduced regarding the remaining RICO claims nor did it address the applicability of the legal doctrines to issues related to equitable relief should liability be established.

•  On February 2, 2004, Judge Kessler granted the industry’s motion to prevent the government from adding 650 alleged “Racketeering Acts” to the 148 alleged “Racketeering Acts” previously identified by the government.

•  On February 24, 2004, Judge Kessler denied the defendants’ motion for partial summary judgment on claims that the defendants advertised, marketed and promoted cigarettes to youth, and fraudulently denied such conduct.

•  On March 10, 2004, Judge Kessler granted in part and denied in part the plaintiff’s motion for partial summary judgment regarding certain of the defendants’ affirmative defenses. In particular, the court granted the plaintiff’s motion regarding defenses based upon the Ex Post Facto clause of the United States Constitution, but denied the motion (without prejudice) regarding defenses to the government’s disgorgement claim based upon the Excessive Fines clause of the United States Constitution and the standard for disgorgement set forth in United States v. Carson.

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•  On March 17, 2004, Judge Kessler denied the defendants’ motion for summary judgment on the grounds that the government’s RICO claims violate separation of powers.

•  On May 6, 2004, Judge Kessler denied the defendants’ motion for summary judgment on the grounds that there is no reasonable likelihood of future RICO violations.

•  On May 6, 2004, Judge Kessler granted the government’s motion for partial summary judgment regarding certain of the defendants’ affirmative defenses. In particular, the court dismissed defenses to the effect that the government’s claims are prohibited by the Tenth Amendment to the United States Constitution and the Separation of Powers doctrine. The court also ruled that the defendants may be held jointly and severally liable for disgorgement in the event that that remedy is ordered by the court at trial.

•  On May 6, 2004, Judge Kessler denied the government’s motion for partial summary judgment that sought to establish that the defendants had caused certain mailings and wire transmissions.

•  On May 21, 2004, Judge Kessler denied the defendants’ motion for partial summary judgment to dismiss the government’s disgorgement claim. On June 25, 2004, Judge Kessler granted the defendants the right to seek an immediate appeal of that order. On July 15, 2004, the United States Court of Appeals for the District of Columbia Circuit accepted the appeal of Judge Kessler’s disgorgement ruling. On February 4, 2005, the appeals court ruled that disgorgement is not an available remedy in this case. This ruling eliminates the government’s claim for $280 billion and limits the government’s potential remedies principally to forward-looking relief, including measures such as those already included in the MSA. The government’s petition for panel rehearing and for rehearing en banc was denied on April 19, 2005. On July 18, 2005, the government filed a petition for writ of certiorari with the United States Supreme Court. On October 17, 2005, the Supreme Court denied the petition.

•  On July 15, 2004, Judge Kessler granted in part the government’s motion for partial summary judgment dismissing certain technical RICO affirmative defenses.

      The bench (non-jury) trial began on September 21, 2004, and closing arguments concluded on June 10, 2005. Also on June 10, 2005, Judge Kessler ordered that the parties file a variety of post-trial submissions. On July 22, 2005, Judge Kessler granted a motion to intervene filed by six organizations, including the American Cancer Society, to allow them to “contribute their perspective on what appropriate and legally permissible remedies may be imposed should liability be found.” On August 15, 2005, the parties filed their proposed findings of fact. Post-trial briefing was completed on October 9, 2005.

      Local Government Cases. Some local government entities have filed lawsuits based largely on the same theories and seeking the same relief as the state attorneys general cases. As of July 15, 2005, there were no such cases pending. On August 8, 2001, in County of Cook v. Philip Morris, Inc., the Circuit Court of Cook County, Illinois, granted the defendants’ motion for judgment on the pleadings based on remoteness grounds and dismissed the plaintiff’s complaint in its entirety. On September 28, 2004, the Illinois Appellate Court affirmed the trial court’s dismissal. The plaintiff’s petition asking the Illinois Supreme Court to review the case was denied on January 27, 2005.

      International Cases. A number of foreign countries have filed suit in state and federal courts in the United States against RJR Tobacco, B&W and other tobacco industry defendants to recover funds for health-care, medical and other assistance paid by those foreign governments to their citizens. In Venezuela v. Philip Morris Cos., Inc., Florida’s Third District Court of Appeal affirmed the trial court’s dismissal on October 1, 2002. Venezuela filed a notice to invoke the discretionary jurisdiction of the Florida Supreme Court. The Florida Supreme Court declined Venezuela’s petition for review. The court further indicated that it would not entertain a motion for rehearing. In light of the Venezuela decision, on August 25, 2003, the Circuit Court of Miami-Dade County, Florida, granted the defendants’ motion for judgment on the pleadings in two additional cases brought by foreign sovereigns — Republic of Tajikistan v. Brooke Group Ltd., Inc. and State of Tocantins, Brazil v. Brooke Group Ltd., Inc. This ruling led 22 other foreign nations to dismiss their cases.

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      There are four health-care reimbursement cases currently pending against RJR Tobacco and its affiliates or indemnitees, including B&W, in the United States, both in Louisiana: Republic of Panama v. The American Tobacco Co. and State of Sao Paulo v. The American Tobacco Co. The cases were consolidated and then dismissed by the trial court on the basis that Louisiana is not an appropriate forum. The plaintiffs have asked the trial court for reconsideration and, at the same time, noticed an appeal to the Louisiana Court of Appeals. On July 26, 2005, the plaintiffs’ motion for new trial or alternately reconsideration of the judgment was denied. These plaintiffs filed new cases in the Superior Court for the State of Delaware in and for New Castle County on July 19, 2005. Two other health-care reimbursement cases are pending against RJR Tobacco or B&W outside the United States, one in each of Canada and Israel. Other foreign governments and entities have stated that they are considering filing such actions in the United States.

      On November 12, 1998, the government of British Columbia enacted legislation creating a civil cause of action permitting the government to directly recoup the costs of health-care benefits incurred for B.C. residents arising from tobacco-related disease. The government filed suit. The defendants include both Canadian defendants served in B.C. and numerous foreign defendants served ex juris, including RJR Tobacco. Three Canadian defendants brought separate actions challenging the constitutionality of the legislation. In addition, 16 foreign defendants (including RJR Tobacco) moved to set aside service ex juris. On February 21, 2000, the Supreme Court of British Columbia ruled that the government had overstepped its constitutional powers. The government’s action was dismissed, and service ex juris was set aside for that reason. The government did not appeal. Instead, the government enacted a revised statute and brought a new action. Again, three Canadian defendants brought separate actions challenging the legislation on constitutional grounds and eight foreign defendants (including RJR Tobacco) moved to set aside service ex juris. On June 5, 2003, the government’s action was dismissed, and service ex juris was set aside. The government appealed. On May 20, 2004, the Court of Appeal held that the statute was constitutionally valid and remitted the ex juris motions to the trial court for further consideration. On June 22, 2004, the Canadian defendants, as well as three ex juris defendants, applied for leave to appeal the issue of the validity of the legislation to the Supreme Court of Canada. On December 16, 2004, the Supreme Court agreed to hear the appeal of the validity of the statute. On September 28, 2005, the Supreme Court ruled that the statute is constitutionally valid, therefore dismissing the appeals and vacating the stay of proceedings that was granted on January 21, 2005. On June 23, 2005, the trial court found that service was proper. On July 19, 2005, RJR Tobacco filed its notice of appeal of this ruling. The appellate hearing is scheduled for February 1-3, 2006.

      Pursuant to the terms of the 1999 sale of RJR’s international tobacco business, JTI assumed RJR Tobacco’s liability, if any, in the health-care cost recovery cases brought by foreign countries.

Other Health-Care Cost Recovery and Aggregated Claims Cases

      As of October 14, 2005, three other health-care cost recovery cases were pending in the United States against RJR Tobacco, B&W, as its indemnitee, or both.

      Although the MSA settled some of the most potentially burdensome health-care cost recovery actions, many other such cases have been brought by other types of plaintiffs. Unions, groups of health-care insurers, a private entity that purported to self-insure its employee health-care programs, Native American tribes, hospitals, universities, taxpayers and senior associations have advanced claims similar to those found in the governmental health-care cost recovery actions. These cases largely have been unsuccessful on remoteness grounds, which means that one who pays an injured person’s medical expenses is legally too remote to maintain an action against the person allegedly responsible for the injury.

      Union Cases. As of October 14, 2005, there were no pending lawsuits by union trust funds against cigarette manufacturers.

      Numerous trial court judges have dismissed union trust fund cases on remoteness grounds. The first and only union case to go to trial to date was Iron Workers Local No. 17 v. Philip Morris, Inc., which was

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tried in federal court in Ohio. On March 18, 1999, the jury returned a unanimous verdict for the defendants, including RJR Tobacco and B&W. The plaintiffs dismissed their appeal of the verdict.

      Since March 1999, the United States Courts of Appeals for the Second, Third, Fifth, Seventh, Eighth, Ninth, Eleventh and District of Columbia Circuits all have ruled in favor of the tobacco industry in similar union cases. The United States Supreme Court has denied petitions for certiorari filed by unions in cases from the Second, Third, Ninth and District of Columbia Circuits.

      Insurance-Related Cases. As of October 14, 2005, there were no insurance-related cases pending against RJR Tobacco and B&W.

      On June 6, 2001, in Blue Cross and Blue Shield of New Jersey, Inc. v. Philip Morris, Inc., a federal court jury in Brooklyn returned a verdict in favor of RJR Tobacco, B&W and other tobacco defendants on common law fraud and civil RICO claims, but found for the plaintiff, Empire Blue Cross and Blue Shield, referred to as Empire, on a claim under a New York state deceptive business practices statute. Empire pursued its claims against the defendants on behalf of itself directly, as well as on behalf of its insureds under a theory of subrogation. The jury verdict on the direct claim was approximately $17.8 million, and the verdict on the subrogated claim was approximately $11.8 million. RJR Tobacco’s portion of these amounts is $6.6 million and $4.4 million, respectively; B&W’s portion of these amounts is $2.8 million and $1.9 million, respectively. The New York statute under which Empire recovered does not provide for punitive damages, but does allow for recovery of reasonable attorneys’ fees. On February 28, 2002, Judge Weinstein awarded the plaintiffs’ counsel approximately $38 million in attorneys’ fees.

      The defendants, including RJR Tobacco and B&W, appealed to the United States Court of Appeals for the Second Circuit. On September 16, 2003, the Second Circuit reversed the judgment for Empire on its subrogation claim and reserved ruling on Empire’s direct claim pending resolution by the New York Court of Appeals of two state law questions: are third party payer claims too remote and, if not, is individual proof required. On October 19, 2004, the New York Court of Appeals determined that such third-party claims are too remote to permit suit under N.Y. Gen. Bus. Law § 349. Accordingly, the United States Court of Appeals reversed the judgment on December 22, 2004. On February 1, 2005, all the plaintiffs, including Empire, voluntarily dismissed their claims with prejudice.

      Native American Tribe Cases. As of October 14, 2005, one Native American tribe case was pending before a tribal court in South Dakota against RJR Tobacco and B&W, Crow Creek Sioux Tribe v. American Tobacco Co.

      Hospital Cases. As of October 14, 2005, one case brought by one or more hospitals was pending against cigarette manufacturers, including RJR Tobacco and B&W: City of St. Louis v. American Tobacco Co., Inc., pending in the Circuit Court of the City of St. Louis, Missouri. This case seeks recovery of costs expended by hospitals on behalf of patients who suffer, or have suffered, from illnesses allegedly resulting from the use of cigarettes. On June 28, 2005, the court granted defendants’ motion for summary judgment as to claims for damages which accrued prior to November 16, 1993. The claims for damages which accrued after November 16, 1993, are still pending. In County of McHenry v. Philip Morris, Inc., the Circuit Court of Cook County, Illinois granted plaintiff’s voluntary dismissal with prejudice on February 28, 2005.

      Taxpayer Cases. As of October 14, 2005, there were no taxpayer cases pending against cigarette manufacturers, including RJR Tobacco and B&W. All three prior cases, Mason v. American Tobacco Co., Anderson v. American Tobacco Co., Inc. and Temple v. R. J. Reynolds Tobacco Co., were dismissed by the trial courts.

      Other Cases. On August 4, 2005, the United Seniors Association filed a case against the major U.S. cigarette manufacturers, including RJR Tobacco and B&W, in the United States District Court for the District of Massachusetts. The plaintiff is bringing the action as a “private attorney general” pursuant to the private cause of action provisions of the Medicare as Secondary Payer statute. The case seeks to recover for the Medicare program all of the expenditures that the Medicare program made from August 4, 1999, to present for the health care services rendered to Medicare’s beneficiaries for the treatment of

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diseases attributable to smoking including, but not limited to, coronary heart disease, chronic obstructive pulmonary disease, lung cancer, emphysema, peripheral vascular disease and atherosclerosis.

MSA — Enforcement and Validity

      As of October 14, 2005, there were two cases pending against RJR Tobacco or B&W concerning the enforcement and validity of the MSA and other state settlement agreements. In addition, as discussed below, on July 26, 2005, a third such case was filed against RJR Tobacco.

      On April 7, 2004, a class action lawsuit, Sanders v. Philip Morris USA, Inc., was filed in the Superior Court of Los Angeles County against RJR, RJR Tobacco, Philip Morris, Altria and B&W. The case was brought on behalf of California residents who purchased cigarettes in California from April 2, 2000 to the present. The plaintiff generally alleged that the MSA was anticompetitive in that the defendants used the terms of the MSA to reduce competition and to raise the price of cigarettes. The plaintiff voluntarily dismissed this state court case, and on June 9, 2004, filed a new action in the United States District Court for the Northern District of California. The defendants are RJR Tobacco, B&W, Philip Morris, Lorillard and Bill Lockyer (in his capacity as the Attorney General for the State of California). As in the prior state law complaint, the plaintiff complains about alleged anticompetitive portions of the MSA. The plaintiff asserts claims for declaratory and injunctive relief based on preemption and Supremacy Clause grounds (alleging that the MSA supposedly is inconsistent with the federal antitrust laws), for injunctive relief based on claimed violations of the Sherman Act, for damages and injunctive relief based on claimed violations of California’s state antitrust law (the Cartwright Act), for an accounting of profits based on claimed statutory and common law theories of unfair competition, and for restitution based on claimed unjust enrichment. On March 29, 2005, the United States District Court for the Northern District of California granted the defendants’ motion to dismiss with prejudice. The plaintiff’s notice of appeal was filed on April 18, 2005. The plaintiff’s opening appellate brief was filed on August 18, 2005. The defendants’ response brief was filed on October 20, 2005.

      On May 27, 2004, the State of Texas filed a motion to enforce B&W’s 1998 settlement agreement with that state. The motion alleges that B&W owes the state some $16.4 million in past settlement payments, plus interest, with respect to cigarettes that B&W contract manufactured for Star Tobacco, Inc. The motion also alleges that B&W’s entry into the business combination agreement with RJR violates a provision of the Texas settlement agreement that requires all parties to the settlement agreement to consent to its assignment. The motion asks the court to award damages, order an accounting, and prohibit B&W from assigning the settlement agreement without the consent of the state. B&W filed a response to the motion on June 21, 2004, and a hearing was held on June 24, 2004. On March 28, 2005, the United States District Court for the District of Texas, Texarkana Division, entered final judgment in favor of B&W. On April 27, 2005, the State of Texas filed a notice of appeal to the United States Court of Appeals for the Fifth Circuit. The appellant’s brief was filed on August 23, 2005. B&W’s reply brief was filed on October 11, 2005.

      In addition, on March 28, 2005, the National Association of Attorneys General, referred to as NAAG, sent a notice, signed by 40 Attorneys General, referred to as the Notice, that one or more of the states intend to initiate proceedings against RJR Tobacco for violating Section III(r) of the MSA in its advertisements for Eclipse cigarettes and for violations of the various Consent Decrees implementing the MSA and/or consumer fraud statutes in various states. The Attorneys General allege, among other things, that RJR Tobacco has engaged in unfair and deceptive acts and practices by publishing false or misleading claims about its Eclipse brand cigarettes, failed to disclose material facts and/or engaged in deceptive or unfair practices in marketing and selling Eclipse brand cigarettes. RJR Tobacco met with NAAG representatives in early June 2005 to discuss issues raised in the Notice. On July 26, 2005, the Vermont Attorney General filed suit alleging that certain Eclipse advertising violates both the MSA and the Vermont Consumer Fraud Statute. RJR Tobacco filed its answer to the complaint on October 11, 2005.

      On April 13, 2005, the Mississippi Attorney General notified B&W of its intent to seek approximately $3.9 million in additional payments under the Mississippi Settlement Agreement. The Mississippi Attorney

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General asserts that B&W failed to report in its net operating profit or its shipments cigarettes manufactured by B&W under contract for Star Tobacco or its parent, Star Scientific, Inc. On April 28, 2005, B&W advised the state that it did not owe the state any money. On August 11, 2005, the Mississippi Attorney General filed a Notice of Violation, Motion to Enforce Settlement Agreement, and Request for an Accounting by Defendant Brown & Williamson Holdings, Inc., formerly known as Brown & Williamson Tobacco Corporation. In this filing, Mississippi estimated that its damages now exceed $5.0 million. RJR Tobacco intends to oppose this motion.

      In California v. R. J. Reynolds Tobacco Co., the State of California alleged, in the context of the placement of print advertising, that RJR Tobacco was in violation of the prohibition in the MSA against taking any action, “directly or indirectly, to target youth.” In a decision issued on July 12, 2002, the trial judge found that “although youth may not have been directly targeted . . . . RJR indirectly targeted youth, thereby violating the MSA.” In addition, the judge issued a $20 million fine. RJR Tobacco appealed this ruling to the California Court of Appeal, Fourth Appellate District, which on February 25, 2004, affirmed the trial court’s finding, but reversed as to the amount of the fine and remanded for further proceedings. The parties ultimately settled the case, and RJR Tobacco paid approximately $11.4 million in civil penalties and $5.9 million in attorneys’ fees. Additionally, RJR Tobacco agreed to avoid advertising in magazines with at least 15% teen readership.

      On March 26, 2004, the Attorney General of Maine alleged that B&W’s “Kool Mixx” advertising campaign violated the MSA’s prohibitions on youth targeting, placement of tobacco brand names in media and tobacco brand name merchandise. On May 7, 2004, the Attorney General of New York, on behalf of himself and 30 other state attorneys general, served a notice of intent to initiate enforcement proceedings over B&W’s Kool Mixx advertising campaign if the states’ claims were not resolved within 30 days from the date of the letter. On May 25, 2004, B&W received a cease and desist letter from the Attorney General of Illinois asking B&W to refrain from distributing purported brand name merchandise and transmitting a “Kool Mixx” DJ competition over the Internet. On June 15, 2004, the state of New York sued, seeking a fine of $15.4 million and preliminary and permanent injunctions barring the Kool Mixx program. At a preliminary injunction hearing on June 17, 2004, the court refused to prohibit the Kool Mixx DJ competitions scheduled to take place in New York, but ordered B&W, pending final determination of the state’s motion, to suspend its “House of Menthol” web site, eliminate references to Kool Mixx on its toll-free telephone lines, and refrain from using elements of its current Kool Mixx advertising. The states of Maryland and Illinois filed similar motions in their courts on June 29, 2004, and July 22, 2004, respectively.

      On October 5, 2004, RJR Tobacco and its affiliates and indemnitees, including B&W, settled the three pending motions with the Attorneys General of New York, Illinois and Maryland. The companies admitted no wrongdoing in the settlement agreement. Pursuant to the agreement, RJR Tobacco paid a total of $1.5 million, $1.46 million of which will be paid to four not-for-profit organizations for youth smoking prevention programs. In addition, RJR Tobacco agreed to certain restrictions on selected elements of marketing support for future Kool Mixx promotions. The New York Supreme Court approved the agreement on October 15, 2004; the Circuit Court for Baltimore City approved the agreement on October 7, 2004; and the Circuit Court of Cook County, Illinois, approved the agreement on October 13, 2004.

Asbestos Contribution Cases

      As of October 14, 2005, one lawsuit was pending against RJR Tobacco and B&W in which asbestos companies and/or asbestos-related trust funds allege that they “overpaid” claims brought against them to the extent that tobacco use, not asbestos exposure, was the cause of the alleged personal injuries, Fibreboard Corp. v. R. J. Reynolds Tobacco Co., pending in state court in California. Motions to dismiss those claims have been stayed indefinitely.

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Antitrust Cases

      A number of tobacco wholesalers and consumers have sued U.S. cigarette manufacturers, including RJR Tobacco and B&W, in federal and state courts, alleging that cigarette manufacturers combined and conspired to set the price of cigarettes in violation of antitrust statutes and various state unfair business practices statutes. In these cases, the plaintiffs asked the court to certify the lawsuits as class actions on behalf of other persons who purchased cigarettes directly or indirectly from one or more of the defendants. The federal cases against RJR Tobacco and B&W were consolidated and sent by the Judicial Panel on Multi-District Litigation for pretrial proceedings in the United States District Court for the Northern District of Georgia. The court certified a nation-wide class of direct purchasers on January 27, 2001. The court granted the defendants’ motion for summary judgment in the consolidated federal cases on July 11, 2002, and the United States Court of Appeals for the Eleventh Circuit affirmed that decision on September 22, 2003. As of April 15, 2005, all state court cases on behalf of indirect purchasers have been dismissed, except for two cases pending in Kansas and New Mexico. The Kansas court granted class certification on November 15, 2001, while the New Mexico court granted class certification on May 14, 2003. On February 8, 2005, the New Mexico Court of Appeals affirmed the trial court’s certification order. The defendants have moved for summary judgment in New Mexico.

      On July 30, 1999, Cigarettes Cheaper!, a retailer, filed an antitrust counterclaim against RJR Tobacco in a gray market trademark suit originally brought by RJR Tobacco in the United States District Court for the Northern District of Illinois. Cigarettes Cheaper! alleged that it was denied promotional resources in violation of the Robinson-Patman Act. On January 23, 2001, the court granted Cigarettes Cheaper!’s motion to amend its counterclaim to include a violation of Section 1 of the Sherman Antitrust Act. On March 21, 2001, RJR Tobacco’s motion to add a trademark dilution claim against Cigarettes Cheaper! was granted.

      On June 25, 2003, the court granted RJR Tobacco’s motion for summary judgment on Cigarettes Cheaper!’s counterclaim alleging an illegal conspiracy under the Sherman Antitrust Act, but denied the motion with respect to the counterclaims alleging price discrimination under the Robinson-Patman Act. Trial on RJR Tobacco’s trademark claims and the remaining antitrust counterclaims began on January 12, 2004. The court declared a mistrial on January 13, 2004, because of an inappropriate opening statement by Cigarettes Cheaper!’s counsel. The court severed the trademark claims from the antitrust claims and held the trial on the trademark claims on April 25, 2004. On May 5, 2004, the jury returned a verdict in favor of RJR Tobacco on all counts in the trademark claim in the amount of $3.5 million. Trial began on the Robinson-Patman claim on September 14, 2004, and on October 15, 2004, the jury returned a unanimous verdict in favor of RJR Tobacco. On December 8, 2004, the plaintiff appealed to the United States Court of Appeals for the Seventh Circuit. Oral argument occurred on September 12, 2005, and RJR Tobacco is awaiting the ruling.

      On February 16, 2000, a class-action complaint, DeLoach v. Philip Morris Cos., Inc., was brought against RJR Tobacco, B&W and other cigarette manufacturers and others, in the United States District Court for the District of Columbia on behalf of a class of all tobacco growers and tobacco allotment holders. The plaintiffs assert that the defendants, including Philip Morris, RJR Tobacco, B&W and Lorillard, engaged in bid-rigging of American burley and flue-cured tobacco auctions beginning at least by 1996 and continuing. The defendants’ actions are alleged to have held the auction prices of tobacco at artificially low prices. In addition, the plaintiffs alleged that the defendants have engaged in a conspiracy to force the elimination or destruction of the federal government’s tobacco quota and price support program through an alleged illegal group boycott. On November 30, 2000, the court granted a motion to transfer venue to the United States District Court for the Middle District of North Carolina. In May 2003, the plaintiffs reached a settlement with all the defendants, including B&W, except RJR Tobacco. The settlement was approved by the trial court on October 1, 2003. The settling defendants agreed to pay $210 million to the plaintiffs, of which B&W’s share was $23 million, to pay the plaintiffs’ attorneys’ fees as set by the court, of which B&W’s share was 13%, and to purchase a minimum amount of U.S. leaf for ten years, expressed as both a percentage of domestic requirements, with 35% for B&W, and as a minimum number of pounds per year, with 55 million pounds for B&W. On December 19, 2003, the court

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set the plaintiffs’ attorneys’ fees at $75.3 million. B&W’s 13% share of this amount is $9.8 million. The case continued against RJR Tobacco. On April 22, 2004, the parties settled the case. Under the settlement, RJR Tobacco has paid $33 million into a settlement fund, which after deductions for attorneys’ fees and administrative costs, will be distributed to the class pending the court’s final settlement approval. This amount was recorded in selling, general and administrative expense in RAI’s consolidated statement of income in the first quarter of 2004. RJR Tobacco also agreed to purchase annually a minimum of 90 million pounds, including the assumed obligation of B&W, of domestic green leaf flue-cured and burley tobacco combined for the next 10 years, beginning with the 2004 crop year. On March 21, 2005, the court approved the RJR Tobacco settlement and dismissed the suit.

      On January 31, 2003, in Smith Wholesale Co., Inc. v. R. J. Reynolds Tobacco Co., Smith Wholesale filed a complaint against RJR Tobacco under the federal antitrust laws in the United States District Court for the Eastern District of Tennessee in connection with RJR Tobacco’s termination of its distribution agreement with Smith Wholesale. That same day, Smith Wholesale moved for an order to prevent RJR Tobacco from terminating the agreement. The court granted Smith Wholesale’s motion on February 7, 2003, and required RJR Tobacco to reinstate Smith Wholesale’s contract. Prior to the court’s order that day, RJR Tobacco terminated its distribution agreement with Rice Wholesale Company, Inc., consistent with the terms of the agreement. On February 18, 2003, Smith Wholesale moved to amend its complaint to add Rice Wholesale as a plaintiff and allege similar claims on behalf of Rice Wholesale, a motion the court immediately granted, and Rice Wholesale filed a motion for a preliminary injunction to prevent RJR Tobacco from terminating the distribution agreement. The court granted Rice Wholesale’s motion on March 4, 2003. RJR Tobacco appealed the preliminary injunctions on February 11, 2003, and March 6, 2003, respectively. The United States Court of Appeals for the Sixth Circuit consolidated the appeals.

      On June 10, 2003, nine other wholesalers joined the lawsuit, and ten of the eleven plaintiffs filed another motion for a preliminary injunction, this time asking the federal district court to enjoin RJR Tobacco from implementing amendments to its distribution agreements that were scheduled to become effective on June 30, 2003. After a hearing on July 24, 2003, the district court granted the motion on August 6, 2003. Prior to issuing its decision, the district court granted the State of Tennessee’s motion to intervene as a plaintiff on July 3, 2003, and the State of Mississippi’s motion to intervene as a plaintiff on July 14, 2003. RJR Tobacco appealed to the United States Court of Appeals for the Sixth Circuit on August 8, 2003. On September 24, 2003, the district court granted RJR Tobacco’s emergency motion for a stay of the August 6, 2003 order, pending RJR Tobacco’s appeal.

      The plaintiffs eventually numbered 20. On June 3, 2005, the District Court Judge granted summary judgment in RJR Tobacco’s favor. Each of the preliminary injunctions has extinguished, and on June 23, 2005, the district court dismissed the entire case. On June 23, 2005, the plaintiffs filed a notice of appeal of the summary judgment and dismissal. RJR Tobacco reached a non-monetary settlement in principle with Bates Wholesale and a non-monetary settlement with the states of Tennessee and Mississippi on July, 22, 2005. Those plaintiffs have dropped their appeal. RJR Tobacco terminated its distribution agreement with four plaintiffs, and those plaintiffs moved for preliminary injunctions in the district court and court of appeals. The courts denied those motions on November 28 and 29, 2005, respectively.

      On May 24, 2004, RJR Tobacco was served with a class action lawsuit, Genesee Vending, Inc. v. R. J. Reynolds Tobacco Co., which was filed in the United States District Court for the Eastern District of Michigan by Genesee Vending, Inc. and other cigarette vending companies. The plaintiffs, operators of vending machines, allege that they were denied participation in RJR Tobacco’s retail promotions in violation of the Robinson-Patman Act. The suit seeks unspecified damages and a jury trial. The complaint also requests an injunction against RJR Tobacco prohibiting it from paying promotional benefits and buy downs to any retailers. On July 2, 2004, RJR Tobacco filed its motion to dismiss. After the court, in a case filed by these same plaintiffs against Lorillard Tobacco Company, granted a motion to dismiss for failure to state the elements of a claim individually on behalf of each of the named plaintiffs, the plaintiffs agreed to voluntarily amend their complaint against RJR Tobacco and filed an amended complaint in December 2004. RJR Tobacco’s motion to dismiss was denied on May 2, 2005. On October 25, 2005,

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RJR Tobacco and the plaintiffs reached a settlement on all claims totalling $200,000, which amount represents less than $1,000 per plaintiff. The case was dismissed.

Other Litigation and Developments

      On July 3, 2003, the Securities and Exchange Commission, referred to as the SEC, issued a subpoena to RJR pursuant to a formal order of investigation of potential violations of the securities laws. The subpoena, and discussions to date with the SEC staff, focus on whether the disclosure of specific amounts of certain expenses of RJR should have been quantified separately rather than aggregated with other expense items. RJR is cooperating with the SEC in a way that protects its rights. On August 14, 2003, the SEC filed, in the United States District Court for the District of Columbia, an application for an order to show cause and an order requiring compliance with the subpoena. On August 29, 2003, RJR filed a motion for a protective order and its opposition to the SEC’s application for an order to show cause. On June 29, 2004, the court issued an order granting in part and denying in part the SEC’s order to show cause and granting in part and denying in part RJR’s motion for protective order. RJR has produced documents to the SEC in compliance with the subpoena and the court’s order. RAI is unable to predict the outcome of this investigation or any effects that the outcome may have on its disclosures related to its results of operations.

      On January 24, 2003, RJR and RJR Tobacco each were served with a subpoena issued by a federal grand jury sitting in the Southern District of New York. The subpoena seeks the production of documents relating to the sale and distribution of cigarettes in international markets. RJR and RJR Tobacco have been responding and will continue to respond appropriately to the subpoena and otherwise cooperate with this grand jury investigation. Although this investigation has been dormant, it remains a pending matter.

      On December 22, 1998, Northern Brands International, Inc., referred to as Northern Brands, entered into a plea agreement with the United States Attorney for the Northern District of New York. Northern Brands was charged with and pled guilty to aiding and abetting certain customers who brought merchandise into the United States “by means of false and fraudulent practices” Northern Brands is a now inactive RJR subsidiary that was part of the business of R. J. Reynolds International B.V., a former Netherlands subsidiary of RJR Tobacco, which was managed by a former affiliate, RJR-Macdonald, Inc., referred to as RJR-MI. By purchase agreement dated May 12, 1999, referred to as the 1999 Purchase Agreement, RJR and RJR Tobacco sold the international tobacco business, including RJR-MI, to JTI. RJR-MI subsequently changed its name to JTI-Macdonald Corp., referred to as JTI-MC.

      Although the international business was sold to JTI pursuant to the 1999 Purchase Agreement, RJR and RJR Tobacco retained certain liabilities relating to the activities of Northern Brands, including those related to the above-mentioned guilty plea, as well as an investigation conducted by Royal Canadian Mounted Police, referred to as RCMP, for possible violations of Canadian law related to the activities that led to the Northern Brands guilty plea and certain conduct by Stanley Smith, a former executive of RJR-MI, which led to the termination of his severance agreement. In addition, under its reading of the indemnification provisions of the 1999 Purchase Agreement, JTI has requested indemnification for any damages it may incur arising out of the three matters described below.

•  On or about February 27, 2003, the RCMP filed criminal charges against and purported to serve summonses on JTI-MC, Northern Brands, R. J. Reynolds Tobacco International, Inc., referred to as RJR-TI, R. J. Reynolds Tobacco Co. (Puerto Rico), referred to as RJR-PR, and eight individuals associated with RJR-MI and/or RJR-TI during the period January 1, 1991 through December 31, 1996. The charges filed are for alleged fraud and conspiracy to defraud Canada and the Provinces of Ontario and Quebec in connection with the purchase, sale, export, import and/or re-export of cigarettes and/or fine cut tobacco. In October 2003, Northern Brands, RJR-TI and RJR-PR filed an application challenging both the propriety of the service of the summons on each of them as well as the jurisdiction of the Canadian court over each of them. A hearing on the application was held in December 2003. On February 9, 2004, the Superior Court of Justice, Ontario, Canada, ruled in favor of these companies and granted their application. The Canadian

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	government filed a notice of appeal from that ruling on February 18, 2004, but has not formally taken any additional action to pursue an appeal. A preliminary inquiry commenced on April 11, 2005, for the purpose of determining whether the Canadian prosecutor has sufficient evidence supporting the criminal charges to justify a trial of the defendants that have been properly served to date.
•	In August 2004, the Quebec Ministry of Revenue (1) issued a tax assessment covering the period January 1, 1990 through December 31, 1998, for alleged unpaid duties, penalties and interest in an amount of about $1.36 billion (Canadian) against JTI-MC; (2) issued an order for the immediate payment of that amount; and (3) obtained an ex parte judgment to enforce the payment of that amount. On August 24, 2004, JTI-MC applied for protection under the Companies’ Creditor Arrangement Act, referred to as CCAA Proceedings, in the Ontario Superior Court of Justice, Toronto, Canada and the court entered orders staying the Quebec Ministry of Revenue’s proceedings against JTI-MC. In November 2004, JTI-MC filed a motion in the Superior Court, Province of Quebec, District of Montreal, seeking a declaratory judgment to set aside, annul and declare inoperative the tax assessment and all ancillary enforcement measures and to require the Quebec Minister of Revenue to reimburse JTI-MC for funds unduly appropriated, along with interest and other relief. On May 3, 2005, the court in the CCAA Proceedings entered a Crown Claims Bar Order establishing June 27, 2005, as the deadline for Canada, and any of its Provinces and Territories, to assert any individual civil or statutory claim, except criminal claims, against JTI-MC for taxes and revenues owed as a result of Contraband Tobacco Activities, as defined in the Order. As of June 27, 2005, Canada and several Provinces filed Crown claims against JTI-MC in the CCAA Proceedings in the following amounts: Canada ($4.3 billion Canadian); Ontario ($1.5 billion Canadian); New Brunswick ($1.5 billion Canadian); Quebec ($1.4 billion Canadian); British Columbia ($450 million Canadian); Nova Scotia ($326 million Canadian); Prince Edward Island ($75 million Canadian) and Manitoba ($23 million Canadian).
•	On November 17, 2004, a Statement of Claim was filed against JTI-MC in the Supreme Court of British Columbia by Stanley Smith, a former executive of RJR-MI, for alleged breach of contract and other legal theories. Under his claim, Mr. Smith is claiming $840,000 (Canadian) for salary allegedly owed under his severance agreement with RJR-MI, as well as other unspecified compensatory and punitive damages.

      Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree with JTI as to whether the circumstances relating to any of these three matters give rise to any indemnification obligation by RJR and RJR Tobacco. RJR and RJR Tobacco conveyed their position to JTI, and the parties have agreed to resolve their differences at a later time. For further information on the JTI indemnification claims, see “— Other Contingencies and Guarantees.”

      Furthermore, on September 18, 2003, RJR, RJR Tobacco, RJR-TI, RJR-PR, and Northern Brands were served with a statement of claim filed by the Attorney General of Canada in the Superior Court of Justice, Ontario, Canada. Also named as defendants are JTI and a number of its affiliates. The statement of claim seeks to recover under various legal theories taxes and duties allegedly not paid as a result of cigarette smuggling and related activities. As filed, the Attorney General’s statement of claim seeks to recover $1.5 billion (Canadian) in compensatory damages and $50 million (Canadian) in punitive damages, as well as equitable and other forms of relief. As noted above, in the CCAA Proceedings, the Attorney General amended and increased Canada’s claim to $4.3 billion Canadian. The parties have agreed to a stay of all proceedings until February 2006. The time period for the stay may be lengthened or shortened by the occurrence of certain events or agreement of the parties.

      Over the past few years, several lawsuits have been filed against RJR Tobacco and its affiliates and, in certain cases, against other cigarette manufacturers, including B&W, by the European Community and ten of its member states, Ecuador, Belize, Honduras and various Departments of the Republic of Colombia. These suits generally contend that RJR Tobacco and other tobacco companies, including B&W,

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may be held responsible under the federal RICO statute, the common law and other legal theories for taxes and duties allegedly unpaid as a result of cigarette smuggling. Some of these actions have been dismissed completely. In each of the remaining actions, which are discussed below, the plaintiffs seek compensatory, punitive and treble damages.

      The European Community and ten of its member states have filed three RICO lawsuits against RJR Tobacco, certain of its affiliates, and others in the United States District Court for the Eastern District of New York. The first complaint was filed on November 3, 2000, and dismissed by the court on July 16, 2001. No appeal was taken.

      On August 6, 2001, the European Community and ten of its member states filed a second civil RICO action. A similar complaint was filed against B&W and other defendants by various Departments of the Republic of Colombia. RJR Tobacco and B&W and the other defendants filed motions to dismiss the complaints filed against each of them. On February 25, 2002, the court granted the defendants’ motions to dismiss the complaints and, on March 25, 2002, the plaintiffs appealed to United States Court of Appeals for the Second Circuit. The Second Circuit affirmed the dismissals on January 14, 2004. On April 13, 2004, the European Community and its member states, together with the Colombian Departments, petitioned the United States Supreme Court for a writ of certiorari. On May 2, 2005, the Supreme Court vacated each decision and, without commenting on the merits of the cases, instructed the Second Circuit to review the cases in light of the Supreme Court’s decision in Pasquantino v. United States. On September 13, 2005, the Second Circuit reinstated its prior decision upholding the dismissal of each complaint. On October 28, 2005, the plaintiffs in both cases filed a petition for writ of certiorari with the United States Supreme Court.

      On October 30, 2002, the European Community and ten of its member states filed a third complaint against RJR, RJR Tobacco and several currently and formerly related companies. The complaint contains many of the same or similar allegations found in the earlier complaints and also alleges that the defendants, together with certain identified and unidentified persons, engaged in money laundering and other conduct violating civil RICO and a variety of common laws. The complaint also alleges that the defendants manufactured cigarettes which were eventually sold in Iraq in violation of U.S. sanctions. Plaintiffs seek compensatory, punitive and treble damages among other types of relief. This matter remains pending, but all proceedings were stayed while the Second Circuit reconsidered its decision affirming the dismissal of the second European Community complaint. On September 13, 2005, the Second Circuit reinstated its prior decision upholding the dismissal of the complaint. The proceedings in this case remain stayed.

      On December 20, 2000, October 15, 2001, and January 9, 2003, RJR Tobacco and the other defendants named in each of the European Community cases filed cases in the Court of First Instance in Luxembourg challenging the competency of the European Community to bring each of the actions and seeking an annulment of the decision to bring each of the actions. On January 15, 2003, the Court of First Instance entered a judgment denying the first two applications, principally on the grounds that the filing of the first two complaints did not impose binding legal effects on RJR Tobacco and the other defendants. On March 21, 2003, RJR and its affiliates appealed that judgment to the Court of Justice of the European Communities. The application for annulment filed in connection with the third European Community complaint is still pending before the Court of First Instance. On September 18, 2003, however, the Court of First Instance stayed the proceedings in the third action, pending resolution of the appeals from the January 15, 2003, judgment denying the admissibility of the first two applications.

      RJR Tobacco has been served in two reparations actions brought by descendants of slaves, claiming that the defendants, including RJR Tobacco, profited from the use of slave labor. These two actions have been transferred to Judge Norgle in the Northern District of Illinois by the Judicial Panel on Multi-District Litigation for coordinated or consolidated pretrial proceedings with other reparation actions. Seven additional cases were originally filed in California, Illinois and New York. RJR Tobacco is a named defendant in only one of these additional cases, but it has not been served. The action in which RJR Tobacco is named, but has not been served, was conditionally transferred to the Northern District of

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Illinois on January 7, 2003, but the plaintiffs contested that transfer, and the Judicial Panel on Multi-District Litigation has not yet issued a final ruling on the transfer. The plaintiffs filed a consolidated complaint on June 17, 2003. On July 18, 2003, the defendants moved to dismiss the plaintiff’s complaint. That motion was granted on January 26, 2004, although the court allowed the plaintiffs to file an amended complaint, which they did on April 5, 2004. In addition, several plaintiffs attempted to appeal the trial court’s January 26, 2004, dismissal. Because the dismissal was not a final order, that appeal was dismissed by the United States Court of Appeals for the Seventh Circuit. On July 6, 2005, the trial court granted the defendants’ motion to dismiss the amended complaint with prejudice. On August 3, 2005, the plaintiffs filed a notice of appeal to the Seventh Circuit. A separate notice was filed by an individual plaintiff, Deadria Farmer-Paellman, on the same date. The plaintiffs’ initial brief was scheduled to be filed on October 12, 2005. Briefing, however, was suspended on September 29, 2005, pending further order of the Seventh Circuit.

      On June 8, 2001, the Attorney General of the State of California filed a lawsuit against RJR Tobacco in California state court alleging that RJR Tobacco violated California state law by distributing free cigarettes and free coupons for discounts on cigarettes on “public grounds,” even though the promotions occurred within an “adult-only facility” at a race track and certain festivals. RJR Tobacco answered the complaint on July 19, 2001, asserting that its promotions complied with all laws, including California state law and that this California state law is preempted by the Federal Cigarette Labeling and Advertising Act. On March 29, 2002, the court ruled that RJR Tobacco’s distribution of free cigarettes violated the law, but the distribution of free coupons for discounts on cigarettes did not. On April 29, 2002, the judge assessed a civil fine against RJR Tobacco of $14.8 million. On October 30, 2003, the California Court of Appeal, Second Appellate District, affirmed the trial court’s decision. On December 8, 2003, RJR Tobacco filed its petition for review with the California Supreme Court. On January 28, 2004, the California Supreme Court agreed to review the case. Oral argument occurred on October 5, 2005.

      On May 23, 2001, Star Scientific, Inc., referred to as Star, filed a patent infringement action against RJR Tobacco in the United States District Court for the District of Maryland. The suit alleges infringement of United States Patent No. 6,202,649 entitled “Method of Treating Tobacco to Reduce Nitrosamine Content, and Products Produced Thereby.” On July 30, 2002, Star filed another infringement action against RJR Tobacco in the United States District Court for the District of Maryland alleging infringement of a related patent, United States Patent No. 6,425,401, also entitled “Method of Treating Tobacco to Reduce Nitrosamine Content, and Products Produced Thereby.” RJR Tobacco has filed counterclaims seeking a declaration that the claims of the two Star patents in dispute are invalid, unenforceable and not infringed by RJR Tobacco. The Maryland court consolidated the two cases. Between January 31 and February 8, 2005, the court held a first bench trial on RJR Tobacco’s affirmative defense and counterclaim based upon inequitable conduct. The court has not yet issued a ruling on the issue of inequitable conduct. Additionally, in response to the court’s invitation, RJR Tobacco filed two summary judgment motions on January 20, 2005, which have been fully briefed by the parties. Furthermore, the court has requested additional briefing on certain claim construction issues. The court has indicated that it will rule on RJR Tobacco’s two pending summary judgment motions and the issue of inequitable conduct at the same time. The court has not set a trial date for the remaining issues in the case.

      Finally, in the first quarter of 2005, Commonwealth Brands, Inc., referred to as Commonwealth, was served with two individual smoking and health cases, Croft v. Akron Gasket in Cuyahoga County, Ohio, and Ryan v. Philip Morris, U.S.A., Inc. in Jay County, Indiana. Commonwealth requested indemnity from RJR Tobacco pursuant to the Asset Purchase Agreement dated July 24, 1996, between Commonwealth and B&W, referred to as the 1996 Purchase Agreement, in which B&W agreed to indemnify Commonwealth for certain claims. As a result of the business combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W, RJR Tobacco agreed to indemnify Commonwealth for these claims to the extent, if any, required by the 1996 Purchase Agreement.

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Cautionary Statement Concerning Tobacco-Related Litigation

      Even though 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, when viewed on an individual basis, is not probable, the possibility of material losses related to such litigation is more than remote. Litigation is subject to many uncertainties, and generally it is not possible to predict the outcome of the litigation pending against RJR Tobacco or its affiliates, including RAI and RJR, or indemnitees, including B&W, or to reasonably estimate the amount or range of any possible loss.

      Unfavorable judgments awarding compensatory damages, punitive damages or fines have been returned against RJR Tobacco and B&W in the Engle class-action case, which was reversed by the intermediate appellate court on May 21, 2003, but is now on appeal to the Florida Supreme Court, the Scott class-action case, a small number of individual smoking and health cases, a Broin II flight attendant ETS case and a California state law enforcement action. In addition, unfavorable judgments have been returned against RJR Tobacco in two MSA enforcement actions, and RJR has recorded liabilities in connection with certain indemnification claims asserted by JTI against RJR and RJR Tobacco concerning certain activities of Northern Brands and related litigation. Although RJR Tobacco believes that it has numerous bases for successful appeals in its pending cases, and RJR Tobacco and RAI believe they have a number of valid defenses to all actions, and intend to defend all actions vigorously, it is possible that there could be further adverse developments in pending cases, and that additional cases could be decided unfavorably against RAI, RJR Tobacco or their affiliates or indemnitees, including B&W.

      Determinations of liability or adverse rulings in such cases or in similar cases involving other cigarette manufacturers as defendants, even if such judgments are not final, could materially adversely affect the litigation against RJR Tobacco or its affiliates or indemnitees and they could encourage the commencement of additional tobacco-related litigation. In addition, a number of political, legislative, regulatory and other developments relating to the tobacco industry and cigarette smoking have received wide media attention. These developments may negatively affect the outcomes of tobacco-related legal actions and encourage the commencement of additional similar litigation.

      Although it is impossible to predict the outcome of such events on pending litigation and the rate new lawsuits are filed against RJR Tobacco and B&W, a significant increase in litigation or in adverse outcomes for tobacco defendants could have a material adverse effect on any or all of these entities. Moreover, notwithstanding the quality of defenses available to it and its affiliates and indemnitees in litigation matters, it is possible that RAI’s results of operations, cash flows or financial condition could be materially adversely affected by the ultimate outcome of certain pending litigation matters.

Governmental Activity

      The marketing, sale, taxation and use of cigarettes have been subject to substantial regulation by government and health officials for many years. Various state governments have adopted or are considering, among other things, legislation and regulations that would:

•  increase their excise taxes on cigarettes;

•  restrict displays and advertising of tobacco products;

•  establish ignition propensity standards for cigarettes;

•  raise the minimum age to possess or purchase tobacco products;

•  ban the sale of “flavored” cigarette brands;

•  require the disclosure of ingredients used in the manufacture of tobacco products;

•  impose restrictions on smoking in public and private areas; and

•  restrict the sale of tobacco products directly to consumers or other unlicensed recipients, including over the Internet.

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In addition, during the remainder of 2005 and in 2006, the U.S. Congress may consider legislation regarding:

•  further increases in the federal excise tax;

•  regulation of cigarette manufacturing and sale by the U.S. Food and Drug Administration;

•  amendments to the Federal Cigarette Labeling and Advertising Act to require additional warnings;

•  reduction or elimination of the tax deductibility of advertising expenses;

•  implementation of a national standard for “fire-safe” cigarettes;

•  regulation of the retail sale of cigarettes over the Internet and in other non-face-to-face retail transactions, such as by mail order and telephone; and

•  banning of the delivery of cigarettes by the U.S. Postal Service.

Together with manufacturers’ price increases in recent years and substantial increases in state and federal excise taxes on cigarettes, these developments have had and will likely continue to have an adverse effect on cigarette sales.

      Cigarettes are subject to substantial 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 excise taxes at levels ranging from $0.07 per pack in South Carolina to $2.46 per pack in Rhode Island. In 2005, seven state legislatures have increased their cigarette excise tax per pack: Kentucky (from $0.03 to $0.30), Maine (from $1 to $2), New Hampshire (from $0.52 to $0.80), North Carolina (from $0.05 to $0.30 with an additional $0.05 effective in 2006), Ohio (from $0.55 to $1.25), Washington (from $1.425 to $2.025) and Virginia, whose graduated increase of $0.10 per pack (from $0.20 to $0.30) passed in 2004, went into effect. Although not a tax “increase,” Idaho voted to make permanent $0.29 of the state’s cigarette excise tax that was scheduled to sunset on June 30, 2005; the tax remains at $0.57 per pack. After consideration of these actions, the weighted average state cigarette excise tax per pack, calculated on a 12-month rolling average, is $0.774. Several states still have pending legislation proposing excise tax increases.

      In addition, Minnesota enacted a “health impact fee,” effective August 1, 2005, that among other things imposes a $0.75 per pack fee on cigarettes, which is in addition to its current cigarette excise tax of $0.48 per pack. The legislation imposing the health impact fee expressly states that its purpose is “to recover for the state health care costs related to or caused by tobacco use.” RJR Tobacco and certain other tobacco manufacturers and distributors have filed a motion in Minnesota state court to enforce provisions of the Minnesota settlement agreement, which in the view of RJR Tobacco and the other moving parties released any right the state might have to claim additional compensation for such costs, beyond that provided by the ongoing payments made to the state annually pursuant to the terms of the settlement agreement. A hearing on this motion was held on September 29, 2005. Additional briefing was requested by the court and was completed in October 2005.

      In 1964, the Report of the Advisory Committee to the Surgeon General of the U.S. Public Health Service concluded that cigarette smoking was a health hazard of sufficient importance to warrant appropriate remedial action. Since 1966, federal law has required a warning statement on cigarette packaging. Since 1971, television and radio advertising of cigarettes has been prohibited in the United States. Cigarette advertising in other media in the United States is required to include information with respect to the “tar” and nicotine yield of cigarettes, as well as a warning statement.

      During the past four decades, various laws affecting the cigarette industry have been enacted. In 1984, Congress enacted the Comprehensive Smoking Education Act. Among other things, this act:

•  establishes an interagency committee on smoking and health that is charged with carrying out a program to inform the public of any dangers to human health presented by cigarette smoking;

•  requires a series of four health warnings to be printed on cigarette packages and advertising on a rotating basis;

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•  increases type size and area of the warning required in cigarette advertisements; and

•  requires that cigarette manufacturers provide annually, on a confidential basis, a list of ingredients added to tobacco in the manufacture of cigarettes to the Secretary of Health and Human Services.

      The warnings currently required on cigarette packages and advertisements are:

•  “SURGEON GENERAL’S WARNING: Smoking Causes Lung Cancer, Heart Disease, Emphysema, And May Complicate Pregnancy;”

•  “SURGEON GENERAL’S WARNING: Quitting Smoking Now Greatly Reduces Serious Risks To Your Health;”

•  “SURGEON GENERAL’S WARNING: Smoking By Pregnant Women May Result in Fetal Injury, Premature Birth, and Low Birth Weight;” and

•  “SURGEON GENERAL’S WARNING: Cigarette Smoke Contains Carbon Monoxide.”

      Since the initial report in 1964, the Secretary of Health, Education and Welfare (now the Secretary of Health and Human Services) and the Surgeon General have issued a number of other reports which purport to find the nicotine in cigarettes addictive and to link cigarette smoking and exposure to cigarette smoke with certain health hazards, including various types of cancer, coronary heart disease and chronic obstructive lung disease. These reports have recommended various governmental measures to reduce the incidence of smoking. In 1992, the federal Alcohol, Drug Abuse and Mental Health Act was signed into law. This act requires states to adopt a minimum age of 18 for purchases of tobacco products and to establish a system to monitor, report and reduce the illegal sale of tobacco products to minors in order to continue receiving federal funding for mental health and drug abuse programs. In January 1996, the U.S. Department of Health and Human Services announced regulations implementing this legislation.

      Legislation imposing various restrictions on public smoking also has been enacted in 49 states and many local jurisdictions, and many employers have initiated programs restricting or eliminating smoking in the workplace. A number of states have enacted legislation designating a portion of increased cigarette excise taxes to fund either anti-smoking programs, health care programs or cancer research. In addition, educational and research programs addressing health care issues related to smoking are being funded from industry payments made or to be made under settlements with state attorneys general. Federal law prohibits smoking in scheduled passenger aircraft, and the U.S. Interstate Commerce Commission has banned smoking on buses transporting passengers interstate. Certain common carriers have imposed additional restrictions on passenger smoking.

      In December 2003, the California Environmental Protection Agency Air Resources Board issued a “Proposed Identification of Environmental Tobacco Smoke as a Toxic Air Contaminant” for public review. If environmental tobacco smoke is identified as a “toxic air contaminant,” the Air Resources Board is required to prepare a report assessing the need and appropriate degree of control of environmental tobacco smoke. RJR Tobacco cannot predict the form any future California regulation may take.

      Several states have enacted or have proposed legislation or regulations that would require cigarette manufacturers to disclose the ingredients used in the manufacture of cigarettes. In September 2003, the Massachusetts Department of Public Health, referred to as the MDPH, announced its intention to hold public hearings on amendments to its tobacco regulations. The proposed regulations would delete any ingredients-reporting requirement. (The United States Court of Appeals for the First Circuit previously affirmed a ruling that the Massachusetts ingredient-reporting law was unconstitutional.) MDPH also has proposed to inaugurate extensive changes to its regulations requiring tobacco companies to report nicotine yield ratings for cigarettes according to methods prescribed by MDPH. Because MDPH withdrew its notice for a public hearing in November 2003, it is impossible to predict the final form any new regulations will take or the effect they will have on the business or results of operations of RJR Tobacco.

      In June 2000, the New York state legislature passed legislation charging the state’s Office of Fire Prevention and Control with developing standards for “fire-safe” or self-extinguishing cigarettes. On

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December 31, 2003, OFPC 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, each of California and Vermont enacted fire-safe legislation of its own, adopting the same testing standard set forth in the OFPC regulations described above. This requirement will take effect in Vermont on May 1, 2006, and in California on January 1, 2007. 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.

      A price differential exists between cigarettes manufactured for sale abroad and cigarettes manufactured for U.S. sale. Consequently, a domestic gray market has developed in cigarettes manufactured for sale abroad, but instead diverted for domestic sales that compete with cigarettes that RJR Tobacco manufactures for domestic sale. The U.S. federal government and all states, except Massachusetts, have enacted legislation prohibiting the sale and distribution of gray market cigarettes. In addition, RJR Tobacco has taken legal action against certain distributors and retailers who engage in such practices.

      RJR Tobacco expects to benefit from certain state legislative activity aimed at leveling the playing field between “original participating manufacturers” under the MSA and “nonparticipating manufacturers” under the MSA, referred to as NPMs. Forty-six states have passed legislation to ensure NPMs are making required escrow payments. Under this legislation, a state would only permit distribution of brands by manufacturers who are deemed by the states to be MSA-compliant. Failure to make escrow payments could result in the loss of an NPM’s ability to sell tobacco products in a respective state. Early efforts to enact legislation, from 2001 to early 2002, resulted in a range of NPM laws, some containing only minimal requirements. However, once the National Association of Attorneys General, referred to as NAAG, became involved in the legislative initiative, model “complementary” NPM language was developed and introduced in the states where either no NPM laws existed or where existing laws needed to be amended to bring them in line with the model language.

      Additionally, 44 states have enacted legislation that closes a loophole in the MSA. The loophole allows NPMs that concentrate their sales in a single state, or a limited number of states, to recover most of the funds from their escrow accounts. To obtain the refunds, the manufacturers must establish that their escrow deposit was greater than the amount the state would have received had the manufacturer been a “subsequent participating manufacturer” under the MSA (i.e., the state’s “allocable share”). NAAG has endorsed adoption of the allocable share legislation needed to eliminate this loophole. Following a challenge by NPMs, the United States District Court for the Southern District of New York has issued an order enjoining New York from enforcing allocable share legislation. It is possible that NPMs will challenge allocable share legislation passed in other states.

      Finally, four states, Alaska, Michigan, Minnesota and Utah, have enacted “equity assessments” on NPMs’ products. This legislative initiative has not been endorsed by NAAG, and one NPM has filed a challenge to the equity assessment in Michigan.

      Thirty-three states have passed and several additional states are considering statutes limiting the amount of the bonds required to file an appeal of an adverse judgment in state court. The limitation on the amount of such bonds generally ranges from $25 million to $150 million. Such bonding statutes allow defendants that are subject to large adverse judgments, such as cigarette manufacturers, to reasonably bond such judgments and pursue the appellate process. In six other jurisdictions, the filing of a notice of appeal automatically stays the judgment of the trial court.

      On May 21, 2003, the World Health Organization adopted a broad tobacco-control treaty. The treaty recommends and requires enactment of legislation establishing specific actions to prevent youth smoking, restrict and gradually eliminate tobacco products marketing, provide greater regulation and disclosure of ingredients, increase the size and scope of package warning labels to cover at least 30% of each package and include graphic pictures on packages. The treaty entered into force on February 27, 2005 — 90 days

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after ratification by the 40th country. Within a year of entering into force, a subsidiary body, the Conference of the Parties, will begin meeting to review national reports, provide further guidance on proper implementation of the treaty, initiate protocol negotiations and promote the mobilization of financial resources. Although the U.S. delegate to the World Health Organization voted for the treaty in May 2003, and the Secretary for Health and Human Services signed the document in May 2004, it is not known whether the treaty will be sent to the U.S. Senate for ratification. Ratification of the treaty by the United States could lead to broader regulation of the industry.

      It is not possible to determine what additional federal, state or local legislation or regulations relating to smoking or cigarettes will be enacted or to predict the effect of new legislation or regulations on RJR Tobacco or the cigarette industry in general, but any new legislation or regulations could have an adverse effect on RJR Tobacco or the cigarette industry in general.

Tobacco Buyout Legislation

      On October 22, 2004, the President signed FETRA, eliminating the U.S. government 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 $10.1 billion, payable over ten years, including approximately $9.6 billion of fixed obligation and approximately $540 million resulting from the liquidation of quota tobacco stock. As a result of the tobacco buyout legislation, the MSA Phase II obligations established in 1999 and scheduled to expire by the end of 2010 will be continued, 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 for 2005, $255 million for 2006 and $250 million per year thereafter. RAI’s operating subsidiaries have incurred $74 million and $81 million of expense for the three months and nine months ended September 30, 2005, respectively, related to assessments from quota tobacco stock liquidation. Of these amounts, approximately $20 million has been paid through the third quarter of 2005, and the remaining amount is scheduled to be paid over the next five quarters. Remaining contingent liabilities for liquidation of quota tobacco stock, if any, will be recorded when an assessment is made.

      RAI’s operating subsidiaries will record the FETRA assessment on a quarterly basis upon required notification of assessments. 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 and expected cost savings on domestic leaf purchases as a result of the elimination of the tobacco quota program. In addition, future market pricing could impact the carrying value of inventory, and adversely affect RJR Tobacco’s financial condition and results of operations. Of the accrued but unpaid MSA Phase II obligations, $69 million was reversed in the fourth quarter of 2004, and $79 million was reversed in the first six months of 2005.

      On December 23, 2004, the North Carolina Business Court held that RJR Tobacco was entitled to a refund of its first three quarterly MSA Phase II payments made for 2004 of approximately $111 million, and was not obligated to make its fourth quarter payment of approximately $37 million. On August 19, 2005, the North Carolina Supreme Court reversed the lower court’s decision, and remanded the case back to the North Carolina Business Court, where the MSA Phase II payments of approximately $111 million previously made for 2004 were released to the beneficiaries of the growers’ trust. On October 19, 2005, the North Carolina Business Court denied RJR Tobacco’s motion for additional proceedings on the issue of the payment of the fourth quarter MSA Phase II payment of approximately $37 million, ordered RJR Tobacco to make this payment within ten business days and ordered RJR Tobacco to pay pre-judgment interest. Pursuant to that order and an agreement with the trustee of the Grower’s Trust, RJR Tobacco paid, in the fourth quarter of 2005, an aggregate of approximately $38 million in satisfaction of its fourth quarter 2004 MSA Phase II payments.

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      For information concerning indemnifications between RJR Tobacco and B&W related to pre-closing MSA liabilities, see “— Other Contingencies and Guarantees” below.

ERISA Litigation

      On May 13, 2002, in Tatum v. The R.J.R. Pension Investment Committee of the R. J. Reynolds Tobacco Company Capital Investment Plan, an employee of RJR Tobacco filed a class-action suit in the United States District Court for the Middle District of North Carolina, alleging that the defendants, RJR, RJR Tobacco, the RJR Employee Benefits Committee and the RJR Pension Investment Committee, violated the Employee Retirement Income Security Act of 1974, referred to as ERISA. The actions about which the plaintiff complains stem from a decision made in 1999 by RJR Nabisco Holdings Corp., subsequently renamed Nabisco Group Holdings Corp., referred to as NGH, to spin off RJR, thereby separating NGH’s tobacco business and food business. As part of the spin-off, the 401(k) plan for the previously related entities had to be divided into two separate plans for the now separate tobacco and food businesses. The plaintiff contends that the defendants violated ERISA by not overriding an amendment to RJR’s 401(k) plan requiring that, prior to February 1, 2000, the stock funds of the companies involved in the food business, NGH and Nabisco Holdings Corp., referred to as Nabisco, be eliminated as investment options from RJR’s 401(k) plan. In his complaint, the plaintiff requests, among other things, that the court issue an order requiring the defendants to pay as damages to the RJR 401(k) plan an amount equal to the subsequent appreciation that was purportedly lost as a result of the liquidation of the NGH and Nabisco funds. On July 29, 2002, the defendants filed a motion to dismiss, which the court granted on December 10, 2003. On January 7, 2004, the plaintiff appealed to the United States Court of Appeals for the Fourth Circuit, which, on December 14, 2004, reversed the dismissal of the complaint and remanded the case for further proceedings. On January 20, 2005, the defendants filed a second motion to dismiss on other grounds, which remains pending.

Environmental Matters

      RAI and its subsidiaries are subject to federal, state and local environmental laws and regulations concerning the discharge, storage, handling and disposal of hazardous or toxic substances. Such laws and regulations provide for significant fines, penalties and liabilities, sometimes without regard to whether the owner or operator of the property knew of, or was responsible for, the release or presence of hazardous or toxic substances. In addition, third parties may make claims against owners or operators of properties for personal injuries and property damage associated with releases of hazardous or toxic substances. In the past, RJR Tobacco has been named a potentially responsible party, referred to as a PRP, with third parties under the Comprehensive Environmental Response, Compensation and Liability Act, referred to as CERCLA, with respect to several superfund sites. RAI and its subsidiaries are not aware of any current environmental matters that are expected to have a material adverse effect on the business, results of operations or financial condition of RAI or its subsidiaries.

      Regulations promulgated by the United States Environmental Protection Agency, referred to as EPA, and other governmental agencies under various statutes have resulted in, and likely will continue to result in, substantial expenditures for pollution control, waste treatment, plant modification and similar activities. RAI and its subsidiaries are engaged in a continuing program to comply with federal, state and local environmental laws and regulations, and dependent upon the probability of occurrence and reasonable estimation of cost, accrue or disclose any material liability. Although it is difficult to reasonably estimate the portion of capital expenditures or other costs attributable to compliance with environmental laws and regulations, RAI does not expect such expenditures or other costs to have a material adverse effect on the business, results of operations or financial condition of RAI or its subsidiaries.

Other Contingencies and Guarantees

      In connection with the business combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W on July 30, 2004, RJR Tobacco has agreed to indemnify B&W and its affiliates against any liabilities, costs and expenses incurred by B&W or its affiliates arising out of the U.S. cigarette and

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tobacco business of B&W. Although it is impossible to predict the possibility or amount of any such liabilities, costs and expenses, a significant indemnification claim by B&W against RJR Tobacco could have an adverse effect on any or all of RAI, RJR and RJR Tobacco.

      Also, as part of the business combination, B&W transferred to RJR Tobacco, along with its U.S. operations, cash of $604 million, an amount equal to its estimated pre-closing accrued liabilities under the MSA and related agreements, referred to as the MSA Liability Amount. B&W will indemnify RAI and its subsidiaries to the extent the actual pre-closing MSA liabilities paid by RJR Tobacco exceed, and RJR Tobacco will indemnify B&W to the extent the actual pre-closing MSA liabilities paid by RJR Tobacco are less than, the MSA Liability Amount. On February 14, 2005, RJR Tobacco received a formal notice from B&W claiming that B&W was entitled to a return of approximately $52.8 million of the MSA Liability Amount resulting from the offset of B&W’s pre-closing MSA Phase II obligations against certain of RJR Tobacco’s tobacco quota obligations as a result of FETRA. In the third quarter of 2005, RJR Tobacco agreed to pay B&W approximately $14 million in settlement of this claim.

      In the first quarter of 2005, Commonwealth Brands, Inc. was served with two individual smoking and health cases, Croft v. Akron Gasket in Cuyahoga County, Ohio, and Ryan v. Philip Morris, U.S.A., Inc. in Jay County, Indiana. Commonwealth requested indemnity from RJR Tobacco pursuant to the 1996 Purchase Agreement, in which B&W agreed to indemnify Commonwealth for certain claims. As a result of the business combination of RJR Tobacco and the U.S. cigarette and tobacco business of B&W, RJR Tobacco agreed to indemnify Commonwealth for these claims to the extent, if any, required by the 1996 Purchase Agreement.

      Until the acquisition by merger by Philip Morris Companies, Inc. of Nabisco from NGH on December 11, 2000, NGH and Nabisco were members of the consolidated group of NGH for U.S. federal income tax purposes. Each member of a consolidated group is jointly and severally liable for the U.S. federal income tax liability of other members of the group as well as for pension and funding liabilities of the other group members. NGH, now known as RJR Acquisition Corp., continues to be jointly and severally liable for these Nabisco liabilities prior to December 11, 2000.

      In connection with Philip Morris’s acquisition by merger of Nabisco and RJR’s subsequent acquisition by merger of NGH, Philip Morris, Nabisco and NGH entered into a voting and indemnity agreement and tax sharing agreement that generally seeks to allocate tax liabilities ratably based upon NGH’s taxable income and that of Nabisco, had the parties been separate taxpayers. If Philip Morris and Nabisco are unable to satisfy their obligations under this agreement, NGH would be responsible for satisfying them.

      In connection with the sale of the international tobacco business to JTI, on May 12, 1999, pursuant to the purchase agreement, RJR and RJR Tobacco agreed to indemnify JTI against:

•  any liabilities, costs and expenses arising out of the imposition or assessment of any tax with respect to the international tobacco business arising prior to the sale, other than as reflected on the closing balance sheet;

•  any liabilities, costs and expenses that JTI or any of its affiliates, including the acquired entities, may incur after the sale with respect to any of RJR’s or RJR Tobacco’s employee benefit and welfare plans; and

•  any liabilities, costs and expenses incurred by JTI or any of its affiliates arising out of certain activities of Northern Brands.

      As described above under “— Other Litigation and Developments,” RJR Tobacco has received several claims for indemnification from JTI under these indemnification provisions in connection with the activities of Northern Brands and its affiliates. Although RJR and RJR Tobacco recognize that, under certain circumstances, they may have indemnification obligations to JTI under the 1999 Purchase Agreement, RJR and RJR Tobacco disagree whether the circumstances described in such claims give rise to any indemnification obligations by RJR and RJR Tobacco. RJR and RJR Tobacco have conveyed their

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position to JTI, and the parties have agreed to resolve their differences at a later date. RJR has liabilities totaling $96 million that were recorded in 1999 in connection with these indemnification claims.

      RJR Tobacco, Santa Fe and Lane have entered into agreements to indemnify certain distributors and retailers from liability and related defense costs arising out of the sale or distribution of their products. Additionally, Santa Fe has entered into an agreement to indemnify a supplier from liability and related defense costs arising out of the sale or use of Santa Fe’s products. The cost of such defense indemnification has been, and is expected to be, insignificant. RJR Tobacco, Santa Fe and Lane believe that the indemnified claims are substantially similar in nature and extent to the claims that they are already exposed to by virtue of their having manufactured those products.

      Under certain circumstances, including RJR’s guaranteed, secured debt rating remaining either one level below BBB- by S&P or Baa3 by Moody’s, or lower, any fair value that results in a liability position of the interest rate swaps will require full collateralization with cash or securities.

      RAI is not able to estimate the maximum potential amount of future payments, if any, related to these guarantees and indemnification obligations.

      Of the approximately 8,200 full-time employees of RAI and its subsidiaries at September 30, 2005, approximately 1,100 were located at the former B&W facilities. The Macon facility production and maintenance employees are covered by collective bargaining agreements that extended their employment through the anticipated facility closure. On March 3, 2005, a majority of RJR Tobacco’s production and maintenance employees employed in North Carolina voted not to be represented by the International Association of Machinists and Aerospace Workers.

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MANAGEMENT

      The following table sets forth certain information concerning the executive officers, directors and certain significant employees of RAI or RAI’s operating subsidiaries, unless otherwise indicated, as of December 1, 2005.

Name	Age		Position
Susan M. Ivey		47	President, Chief Executive Officer and Class III Director of RAI, Chairman and Chief Executive Officer of RJR Tobacco
Lynn J. Beasley		48	President and Chief Operating Officer of RJR Tobacco
Charles A. Blixt		54	Executive Vice President, General Counsel and Assistant Secretary
Nicholas A. Bumbacco		41	President and Chief Executive Officer of Lane
Frances V. Creighton		54	Executive Vice President — Marketing of RJR Tobacco
Michael S. Desmond		39	Senior Vice President and Chief Accounting Officer
Jeffrey A. Eckmann		53	Executive Vice President — Strategy, IT, Integration and Business Development
Daniel A. Fawley		47	Senior Vice President and Treasurer
McDara P. Folan, III		47	Senior Vice President, Deputy General Counsel and Secretary
Jeffery S. Gentry		48	Executive Vice President — Research and Development of RJR Tobacco
Ann A. Johnston		52	Executive Vice President — Human Resources
James V. Maguire		54	Executive Vice President — Sales of RJR Tobacco
Dianne M. Neal		45	Executive Vice President and Chief Financial Officer
Tommy J. Payne		48	Executive Vice President — External Relations
Richard M. Sanders		52	President and Chief Executive Officer of Santa Fe
Daniel D. Snyder		51	Executive Vice President — Operations of RJR Tobacco
Betsy S. Atkins		51	Class I Director of RAI
John T. Chain, Jr.		70	Class III Director of RAI
Martin D. Feinstein		56	Class III Director of RAI
E.V. (Rick) Goings		60	Class I Director of RAI
Nana Mensah		53	Class I Director of RAI
Antonio Monteiro de Castro		60	Class II Director of RAI
H.G.L. (Hugo) Powell		61	Class II Director of RAI
Andrew J. Schindler		61	Class III Director, Non-Executive Chairman of RAI
Joseph P. Viviano		67	Class II Director of RAI
Thomas C. Wajnert		63	Class II Director of RAI
Neil R. Withington		49	Class III Director of RAI

      Susan M. Ivey. Ms. Ivey has been President and Chief Executive Officer of RAI since January 2004, and will become the Chairman of the Board of RAI effective January 1, 2006, and, since July 2004, Chairman and Chief Executive Officer of RJR Tobacco. She served as President and Chief Executive Officer of B&W from 2001 to 2004. Ms. Ivey also served as a director of B&W from 2000 to 2004 and Chairman of the Board of B&W from January 2003 to 2004. Ms. Ivey joined B&W in 1981 as a trade marketing representative. After holding a number of trade and brand positions, she accepted an international assignment with BAT in 1990. While overseas, Ms. Ivey held a number of positions, including Director of Marketing in China and Head of International Brands at BAT. She returned to B&W in 1999 as Vice President of Marketing and subsequently became Senior Vice President of

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Marketing, a position that she held until her appointment in 2001 as President and Chief Executive Officer of B&W. Ms. Ivey commenced serving on the Board of RAI as of January 2004. She also is a member of the board of directors of Bellarmine University and the Winston-Salem YWCA, and is a member of The Committee of 200, an international organization of female chief executive officers, entrepreneurs and business leaders.

      Lynn J. Beasley. In January 2002, Ms. Beasley was promoted to President and Chief Operating Officer of RJR Tobacco, after serving as Executive Vice President — Marketing since 1997, and has been Director of RJR Tobacco since March 2000. Ms. Beasley joined RJR Tobacco in 1982 as a marketing assistant. After holding a number of positions at RJR Tobacco, she became Senior Vice President of the WINSTON/ CAMEL business unit in 1993. From 1995 until 1997, she was Senior Vice President of brand marketing for WINSTON, CAMEL and SALEM. Ms. Beasley is a member of the board of trustees of Senior Services, the board of directors of Wake Forest University Health Sciences, and a member of the Winston-Salem State University Business Advisory Council for the School of Business and Economics.

      Charles A. Blixt. Mr. Blixt has been Executive Vice President, General Counsel and Assistant Secretary of RAI since July 2004, and Executive Vice President and General Counsel of RJR Tobacco since 1998. He has been President and Director of RJR since July 2004, and served as Executive Vice President, General Counsel and Assistant Secretary of RJR from June 1999 to July 2004. Mr. Blixt joined RJR Tobacco as Associate Counsel — Litigation in 1985, was Senior Vice President and General Counsel of RJR Tobacco from 1995 until 1998, and served as Director of RJR Tobacco from 1995 until March 2000. Mr. Blixt is a member of the board of directors of Technology Concepts & Design, Inc. and Targacept, Inc., both of which are affiliates of RJR. He also serves on the board of trustees of Salem College and Academy.

      Nicholas A. Bumbacco. In October 2005, Mr. Bumbacco was promoted to President and Chief Executive Officer of Lane after serving as Vice President — Trade Marketing from April 2004 to September 2005. Prior to joining Lane, Mr. Bumbacco was director of strategic account management of B&W from November 2001 to March 2004, was director of specialty markets of B&W from 2000 to October 2001, was region director of B&W from 1999 to 2000 and was regional trade marketing manager for BAT Malaysia from 1996 to 1999.

      Frances V. Creighton. In January 2004, Ms. Creighton was promoted to Executive Vice President — Marketing at RJR Tobacco. She was previously Senior Vice President — Marketing during 2002 and 2003, after serving as Vice President of RJR Tobacco’s CAMEL business unit since 1997. She joined RJR Tobacco in 1981 as a marketing research analyst. Through a series of promotions, she became senior marketing manager in 1990 and marketing director in 1994. Ms. Creighton is a member of the board of directors for the United Way of Forsyth County.

      Michael S. Desmond. Mr. Desmond was elected Senior Vice President and Chief Accounting Officer of RAI in May 2005. He served as Senior Vice President and Chief Accounting Officer — Designate of RAI during April 2005. Prior to joining RAI, Mr. Desmond was a partner in audit and enterprise-risk services at Deloitte & Touche LLP from June 2002 to March 2005 and was a partner in audit and advisory services at Arthur Andersen LLP from September 2001 to May 2002, having joined that firm in 1988. Mr. Desmond serves as a member of the accounting advisory board of Appalachian State University.

      Jeffrey A. Eckmann. Mr. Eckmann joined RAI in July 2004 as Executive Vice President — Strategy, Planning and Integration. In February 2005, his title was changed to Executive Vice President — Strategy, IT, Integration and Business Development. He also has been the Executive Vice President — Strategy, Integration and IT of RJR Tobacco since May 4, 2005. Mr. Eckmann served as Senior Vice President and Chief Financial Officer of B&W from 2001 to July 2004, and as Director of B&W from 2001 to July 2004. From 1980 to 1988, Mr. Eckmann held a number of management positions in finance with B&W and BATUS Inc., the former U.S. holding company of B&W. From 1988 to 1990, Mr. Eckmann served as Executive Vice President of Ivey’s, an affiliate department store of B&W based in

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Charlotte, North Carolina. He rejoined B&W in 1991 as Vice President — Strategy and Planning and also served as Vice President and Controller before becoming Chief Financial Officer. He serves on the board of directors of the Northern Illinois University Foundation, Dare to Care Food Bank and Soteria Inc.

      Daniel A. Fawley. Mr. Fawley has served as Senior Vice President and Treasurer of RAI, RJR Tobacco and RJR since September 2004. He was previously Vice President and Assistant Treasurer of RJR from 1999 until July 2004 and of RAI from July until September 2004. He served as Director — Treasury from 1997 to 1999, and as senior manager — Treasury from 1996 to 1997, of RJR Nabisco, Inc.

      McDara P. Folan, III. Mr. Folan has been Senior Vice President, Deputy General Counsel and Secretary of RAI since July 2004. Mr. Folan served as Vice President, Deputy General Counsel and Secretary of RJR from June 1999 to July 2004, and has been Senior Vice President and Secretary and Director of RJR since July 2004. He also was Vice President, Deputy General Counsel and Secretary of RJR Tobacco from June 1999 to March 2000, and currently serves as Assistant Secretary of RJR Tobacco. Mr. Folan serves on the City of Winston-Salem/ Forsyth County Planning Board, the board of directors of the Piedmont Triad Chapter of the Juvenile Diabetes Research Foundation, the board of trustees of the Arts Council of Winston-Salem and Forsyth County, the advisory board for Brenner Children’s Hospital and the board of advisors of Salem College and Academy.

      Jeffery S. Gentry. Dr. Gentry was promoted to Executive Vice President — Research and Development of RJR Tobacco in December 2004, after serving as Vice President — Product Development since 2000. Dr. Gentry joined RJR Tobacco in 1986 as a research and development chemist. Through a series of promotions, he became the director of new product development in 1999. He is the co-founder of No Limits II, a monthly non-profit event that provides social opportunities for disabled adults in the Winston-Salem, North Carolina area.

      Ann A. Johnston. Ms. Johnston has been Executive Vice President — Human Resources of RAI since July 2004 and Executive Vice President — Human Resources of RJR Tobacco after serving as Vice President — Human Resources of RJR Tobacco since 1998. Ms. Johnston also served as Executive Vice President — Human Resources of RJR from January 2002 to July 2004. She joined RJR Tobacco in 1988 as a compensation manager, and was promoted to personnel manager in 1989 and to director of compensation/ benefits/ HRIS in 1993. Ms. Johnston serves as Chairman of the board of directors for Allegacy Federal Credit Union and is a member of the HR Advisory Board for the Moore School of Business at the University of South Carolina. She also serves on the boards of directors of the Winston-Salem Symphony, the Winston-Salem Industries for the Blind, the Winston-Salem YWCA and the Deacon Club of Wake Forest University.

      James V. Maguire. In July 1999, Mr. Maguire was promoted to Executive Vice President — Sales of RJR Tobacco, after serving as Senior Vice President — Sales of RJR Tobacco since 1994, and has been Director of RJR Tobacco since March 2000. He joined RJR Tobacco in 1973 as a sales representative, and after holding a number of positions at RJR Tobacco and RJR, he became Vice President — Sales and Marketing Development of RJR Tobacco in 1993.

      Dianne M. Neal. Ms. Neal has been Executive Vice President and Chief Financial Officer of RAI since July 2004, of RJR since February 2005 and of RJR Tobacco since July 2003. Ms. Neal also served as Executive Vice President and Chief Financial Officer of RJR from July 2003 to July 2004, after serving as Vice President — Investor Relations of RJR from 1999 to 2003. Ms. Neal joined RJR Tobacco in 1988 and held a number of financial management positions within various RJR Tobacco business units. In 1997, she was promoted to Vice President and Controller of RJR Tobacco. She is a member of the Business Advisory Board of University of North Carolina-Greensboro’s Bryan School of Business and Economics.

      Tommy J. Payne. Mr. Payne has been Executive Vice President — External Relations of RAI since July 2004, and of RJR Tobacco since July 1999. Mr. Payne served as Executive Vice President — External Relations at RJR from July 1999 to July 2004. He served as Senior Vice President — External Relations of RJR Tobacco from 1998 to July 1999 and of RJR from June 1999 to July 1999. He joined RJR in 1988 and was promoted to Vice President — Federal Government Affairs of RJR Tobacco in

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Washington, D.C. in 1995. Mr. Payne serves on the boards of trustees of Winston-Salem State University and the Southeast Center for Contemporary Art, the North Carolina Community Colleges Foundation Board of Advisors and the board of directors of the R. J. Reynolds Foundation.

      Richard M. Sanders. In connection with RJR’s acquisition of Santa Fe Natural Tobacco Company, Inc., in January 2002, Mr. Sanders was named President and Chief Executive Officer of Santa Fe. From December 1999 until January 2002, he served as Senior Vice President — Marketing of RJR Tobacco while continuing his role as President — Sports Marketing Enterprises, a former division of RJR Tobacco. Mr. Sanders joined RJR Tobacco in Marketing in 1977 and has held several positions during his career, including Vice President — Advertising and Brand Management, Vice President — Marketing and Sales Operations and Area Vice President — Sales. He is Chairman of the board of directors of the Natural American Spirit Foundation, Vice — Chair of the board of directors of Santa Fe Economic Development, Inc. and board member of Minnesota Resources.

      Daniel D. Snyder. Mr. Snyder has been Executive Vice President — Operations and Director of RJR Tobacco since July 2004. Since July 2002, Mr. Snyder served as Senior Vice President — Operations of B&W after serving as Vice President of Technology and Quality since early 2001. Mr. Snyder served as a director of B&W from 2002 until July 2004. Mr. Snyder originally joined B&W in 1977 and worked as a process engineer until 1979. He returned to B&W in 1981 as a project engineer and was promoted to Divisional Vice President of Manufacturing in 1991. Mr. Snyder serves on the board of directors of the Forsyth Tech Foundation.

      Betsy S. Atkins. Ms. Atkins has been the Chief Executive Officer of Baja Ventures, an independent venture capital firm focused on the technology and life sciences industry, since 1994. Previously, Ms. Atkins served as Chairman and Chief Executive Officer of NCI, Inc., a functional food/ nutraceutical company from 1991 through 1993. Ms. Atkins was a co-founder of Ascend Communications, Inc. in 1989 and a member of its Board of Directors, and served as its Worldwide Sales, Marketing and International Executive Vice President prior to its acquisition by Lucent Technologies in 1999. Ms. Atkins commenced serving on the Board of RAI as of July 30, 2004. Ms. Atkins also serves on the board of directors of Polycom, Inc., Chico’s FAS Inc. and SunPower Corporation, as well as a number of private companies. Ms. Atkins also was a Presidential-appointee to the Pension Benefit Guaranty Corporation advisory committee and is a Governor-appointed member of the Florida International University Board of Trustees.

      John T. Chain, Jr. General (Retired) Chain has been the Chairman of Thomas Group, Inc., an international management-consulting firm, since May 1998 and has been a member of the board of directors of Thomas Group, Inc. since May 1995. He served as the President of Quarterdeck Equity Partners, Inc., an investor in the aerospace industry, from January 1996 to January 2003. He also served as Special Assistant to the Chairman of Burlington Northern Santa Fe Corporation, a major U.S. freight railroad, from November 1995 to March 1996, and as an Executive Vice President of Burlington Northern from 1991 to November 1995. For more than five years prior to that time, he served as a General (Commander-in-Chief, the Strategic Air Command) in the United States Air Force. General Chain commenced serving on the Board of RAI as of July 30, 2004, and served on the boards of directors of RJR from June 1999 to July 2004, RJR Nabisco, Inc. (now known as RJR) from 1994 to June 1999, and of Nabisco Group Holdings Corp. (the former parent of RJR) from 1994 to December 2000. General Chain also is a member of the boards of directors of ConAgra Foods, Inc., Northrop Grumman Corporation, Kemper Insurance and Thomas Group, Inc.

      Martin D. Feinstein. Mr. Feinstein was the Chairman of Farmers Group, Inc. and Farmers New World Life Insurance Company from 1997 to July 2005 and served as the Chief Executive Officer of Farmers Group, Inc. from 1997 to April 2005 and as President and Chief Operating Officer of Farmers Group, Inc. from 1995 to 1996. He retired from Farmers Group, Inc. in July 2005. Prior to 1995, Mr. Feinstein held various management positions with Farmers Group, Inc., including Senior Vice President — Property/ Casualty Operations, Senior Vice President — Chief Information Officer and Senior Vice President — Chief Marketing Officer from 1980 to 1994. Farmers Group, Inc., is a life insurance holding company of Farmers New World Life Insurance Company. Farmers Group, Inc. was an indirect,

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wholly owned subsidiary of B.A.T. Industries p.l.c., an affiliate of BAT from 1988 to 1998. Mr. Feinstein was a member of the board of directors of B.A.T. Industries p.l.c. from January 1997 to September 1998. He is a member of the board of directors of Openwork and Clear Technology. Mr. Feinstein commenced serving on the Board of Reynolds American Inc. as of November 30, 2005.

      E.V. (Rick) Goings. Mr. Goings has been Chairman and Chief Executive Officer of Tupperware Corporation, a worldwide direct-selling consumer products company, since October 1997, and served as its President and Chief Operating Officer from November 1992 until October 1997. Prior to joining Tupperware, Mr. Goings served at Avon Products Inc., a leading direct seller of beauty and related products, from 1985 to November 1992, where he held a number of senior management positions: in Europe as President of Avon Germany, in the Pacific Rim as Group Vice President and Senior Operating Officer, and ultimately in the United States as President of Avon USA. Mr. Goings commenced serving on the Board of RAI as of July 30, 2004, and served on the board of directors of RJR from June 2002 to July 2004. Mr. Goings also is a member of the boards of directors of Tupperware Corporation, Circuit City Stores, Inc., Rollins College and SunTrust Bank, Central Florida N.A., and is the former National Chairman, and current Chairman-Elect, of the Board of Governors for the Boys and Girls Clubs of America.

      Nana Mensah. Mr. Mensah has been the Chairman and Chief Executive Officer of ‘XPORTS, Inc., a privately held company that exports food packaging and food processing equipment and pharmaceuticals to foreign markets, since January 2005, and previously served in those same positions from April 2003 until July 2003 and from October 2000 until December 2002. He had served as the Chief Operating Officer — Domestic of Church’s Chicken, a division of AFC Enterprises, Inc. and one of the world’s largest quick-service restaurant chains, from August 2003 to December 2004. Mr. Mensah was President, U.S. Tax Services of H&R Block Inc., a tax, mortgage and financial services company, from January 2003 until March 2003. He also was a management consultant from October 1999 to September 2000. Previously, Mr. Mensah served as President and Chief Operating Officer of Long John Silver’s Restaurants, Inc., the world’s largest chain of seafood quick-service restaurants, from 1997 until it was sold under his auspices in October 1999. From 1994 until 1997, he served as Senior Vice President, Operations and Concept Development of PepsiCo Restaurants International, the international holding company, at that time, for KFC, Pizza Hut and Taco Bell. Mr. Mensah commenced serving on the Board of RAI as of July 30, 2004, and served on the board of directors of RJR from June 1999 to July 2004. Mr. Mensah is the Co-Chair of the Board of Advisors of the College of Human Environmental Sciences for the University of Kentucky, and is a Distinguished Fellow at Georgetown College in Kentucky. He also is a member of the boards of trustees of the Lexington Philharmonic Society, God’s Pantry and the Children’s Miracle Network.

      Antonio Monteiro de Castro. Mr. Monteiro de Castro has been the Chief Operating Officer of BAT, the world’s second largest publicly traded tobacco group, since January 2004 and has served as a director of BAT since March 2002. He joined BAT in 1996 as the Regional Director for Latin America and the Caribbean. Previously, Mr. Monteiro de Castro served as Vice President of Souza Cruz SA, the Brazilian subsidiary of BAT, beginning in 1989. He became President and CEO of Souza Cruz SA in 1991, and served in such capacity until 1995. Mr. Monteiro de Castro commenced serving on the Board of RAI as of July 30, 2004. He also is President of the Administrative Council, Souza Cruz SA and a member of the board of the Getulio Vargas Foundation.

      H.G.L. (Hugo) Powell. Mr. Powell retired in 2002 from Interbrew S.A., an international brewer that in 2004 became part of Interbrew AmBev, where he served as Chief Executive Officer since 1999. During Mr. Powell’s tenure as Chief Executive Officer, he led Interbrew through a crucial period in its expansion and evolution, including the completion of 33 acquisitions. Between 1984 and 1999, Mr. Powell held various operational positions within John Labatt Ltd. and Interbrew, including Chief Executive Officer of Interbrew Americas since 1995. Mr. Powell commenced serving on the Board of RAI as of July 30, 2004.

      Andrew J. Schindler. Mr. Schindler has served as Non-Executive Chairman of RAI since February 2005, and will retire as Non-Executive Chairman and as a member of the Board of RAI effective as of

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December 31, 2005. Mr. Schindler served as the Executive Chairman of RAI from January 2004 to January 2005, when he retired as an employee of RAI. He also served as Chief Executive Officer of RJR Tobacco from 1995 to July 2004, and as President and Chief Executive Officer of RJR from 1999 to July 2004. Mr. Schindler served as a director of RJR Tobacco from 1989 to July 2004, and as Chairman of the Board of RJR and RJR Tobacco from 1999 to July 2004. Mr. Schindler joined RJR in 1974. He became Senior Vice President — Operations of RJR Tobacco in 1989 and was elected Executive Vice President — Operations of RJR Tobacco in 1991. Mr. Schindler served as Chief Operating Officer of RJR Tobacco from 1994 until 1995 and as its President from 1994 until January 2002. He achieved the rank of captain in the U.S. Army, where he held command and staff positions in the United States and Vietnam. Mr. Schindler serves on the board of directors of Arvinmeritor, Inc., and is a member of the Wake Forest University board of trustees and the boards of directors of Winston-Salem Business, Inc. and Idealliance, formerly the North Carolina Emerging Technology Alliance. He also currently serves as Chairman of the Winston-Salem Alliance.

      Joseph P. Viviano. Mr. Viviano served as the Vice Chairman of Hershey Foods Corporation, a chocolate and confectionery manufacturer, from January 1999 until his retirement in April 2000. Previously, Mr. Viviano had been President and Chief Operating Officer of Hershey Foods Corporation from 1994 through 1998. Mr. Viviano commenced serving on the Board of RAI as of July 30, 2004, and served on the board of directors of RJR from June 1999 to July 2004. He also is a member of the boards of directors of Chesapeake Corporation, Harsco Corporation and RPM International Inc.

      Thomas C. Wajnert. Mr. Wajnert has been Managing Director of Fairview Advisors, LLC, a merchant bank he co-founded, since January 2002. Mr. Wajnert retired as Chairman of the Board and Chief Executive Officer of AT&T Capital Corporation, a commercial finance and leasing company, where he was employed from November 1984 until December 1997. He was self-employed and participated in several private equity transactions in the technology and HR outsourcing areas from December 1997 to December 2001. Mr. Wajnert commenced serving on the Board of RAI as of July 30, 2004, and served on the board of directors of RJR from June 1999 to July 2004. Mr. Wajnert also serves on the boards of directors of JLG Industries, Inc. and NYFIX, Inc., and is non-Executive Chairman of FGIC, Inc., a privately held financial guarantee insurance company.

      Neil R. Withington. Mr. Withington has been Director, Legal and Security, and Group General Counsel of BAT, the world’s second largest publicly traded tobacco group, since August 2000. Mr. Withington joined BAT in 1993 as a Senior Lawyer and served in that capacity until 1995. He was named as the Assistant General Counsel and Head of Product Liability Litigation Group of BAT in 1996. Mr. Withington then served as the Deputy General Counsel of BAT from 1998 until 2000. Mr. Withington commenced serving on the Board of RAI as of July 30, 2004.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

      On June 29, 2005, RJR issued and sold the outstanding 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, the outstanding 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.

      Also on June 29, 2005, in connection with the issuance and sale of the outstanding notes, RJR and the guarantors entered into a registration rights agreement with the initial purchasers pursuant to which RJR 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 240 days after the date the outstanding notes were originally issued. This exchange offer is being conducted to satisfy these obligations of RJR and the guarantors. RJR will be required to pay additional interest on the outstanding notes at the rate of 0.5% per year if the exchange offer has not been completed by February 24, 2006. This additional interest will be payable until the exchange offer is completed.

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

Shelf Registration

      Pursuant to the registration rights agreement, we may be required to file a shelf registration statement 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 agreement;

•  the exchange offer is not completed by February 24, 2006; or

•  such registration is requested by any initial purchaser of the outstanding notes not later than 30 days after the consummation of the exchange offer, if such initial purchaser holds outstanding 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 June 29, 2007, 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

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•  we determine in our reasonable judgment that it is in the best interests of RJR and the guarantors not to disclose a possible acquisition or business combination or other transaction, business development or event involving RJR 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.

      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 agreement.

      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 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 agreement which are 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 deadline specified in the registration rights agreement; or

•  the shelf registration statement is declared effective but thereafter ceases to be effective or usable in connection with resales of the notes during the periods specified in the registration rights agreement, 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 outstanding notes; provided, however, that any outstanding notes shall cease to be registrable notes when:

•  such 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 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 notes shall have ceased to be outstanding.

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, RJR is offering to exchange any and all outstanding notes for new notes. Outstanding notes may be tendered only in integral multiples of $1,000. As of the date of this prospectus, $300 million aggregate principal amount of the outstanding 6.500% notes and $200 million aggregate principal amount of the outstanding 7.300% notes are outstanding. RJR will accept for exchange any and all outstanding notes properly tendered and not validly withdrawn before the expiration of the exchange offer. For each outstanding note exchanged pursuant to the exchange offer, the holder of the outstanding note will receive a new note having a principal amount equal to that of the exchanged outstanding note. The new notes will be issued and delivered promptly following the expiration of the exchange offer.

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      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 RJR or a guarantor, as defined in Rule 405 of the Securities Act;

•  if you are a broker-dealer, you did not purchase outstanding notes directly from RJR 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 outstanding notes that were acquired as a result of market-making or other trading activities, that 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 outstanding 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. 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 outstanding 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 agreement; 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 outstanding notes. The new notes will be issued under and entitled to the benefits of the same indenture under which the outstanding notes were issued.

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

      RJR intends to conduct the exchange offer in accordance with the applicable requirement of the Securities Act, the Exchange Act, and the rules and regulations of the SEC. Outstanding notes that are not exchanged in the exchange offer will remain outstanding and continue to accrue interest, will be entitled to the rights and benefits their holders have under the 2002 indenture. Other than as set forth above 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 agreement.

Condition

      Notwithstanding any other provision of the exchange offer and subject to our obligations under the registration rights agreement, we will not be required to accept for exchange, or to issue new notes in exchange for, any outstanding notes and may terminate or amend the exchange offer, if at any time before the acceptance of any outstanding 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 outstanding notes not previously accepted for exchange, upon the occurrence of the foregoing condition of the exchange offer.

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      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. 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 outstanding notes tendered, and no new notes will be issued in exchange for any outstanding 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 2002 indenture under the Trust Indenture Act.

      The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding 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 February      , 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 outstanding 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 outstanding note;

•  amend the exchange offer;

•  waive the condition of the exchange offer; and

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

      Any such delay in acceptance, amendment or termination will be followed as promptly as practicable by notice to the registered holders of outstanding notes by public announcement thereof. If we consider an amendment to the exchange offer to be material, we will promptly inform the registered holders of outstanding notes of such amendment in a reasonable manner. In addition, in the event of a material change to the exchange offer, including the waiver of a material condition, 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, amendment 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 outstanding notes surrendered for exchange promptly after the termination or withdrawal of the exchange offer.

Interest on the New Notes

      Interest on each new note will accrue from the last interest payment date on which interest was paid on the outstanding note surrendered in exchange for the new note or, if no interest has been paid on such

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outstanding note, from the date the outstanding note was issued. If your outstanding notes are accepted for exchange, you will be deemed to have waived your right to receive any interest on the outstanding notes. Consequently, holders of new notes will receive the same interest payments that they would have received had they not exchanged their outstanding 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, 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 outstanding 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 outstanding notes. The letter of transmittal contains the required representations described above and an agreement to comply with the agreements and covenants set forth in the registration rights agreement.

      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 outstanding 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 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 outstanding 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 RJR’s and the guarantors’ right to suspend use of the prospectus under the conditions described above under “— Shelf Registration.” RJR 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 the initial purchasers of the outstanding notes or by one or more participating broker-dealers, 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 outstanding notes as unsold allotments from the original sale of the outstanding 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 outstanding notes registered on the shelf registration statement described above under “— Shelf Registration.”

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Procedures for Tendering Outstanding Notes

      Only a holder of record of outstanding notes may tender outstanding 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 to the exchange agent prior to the expiration of the exchange offer; or

•  comply with DTC’s Automated Tender Offer Program procedures described below.

      In addition, to tender outstanding notes effectively, either:

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

•  the exchange agent must receive, before the expiration of the exchange offer, a properly transmitted agent’s message or a timely confirmation of book-entry transfer of outstanding notes into the exchange agent’s account at DTC according to the procedure for book-entry transfer described below; or

•  the holder must comply with the guaranteed delivery procedures described below.

      The tender of outstanding 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 outstanding 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, RJR recommends that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before expiration of the exchange offer. Holders should not send the letter of transmittal or outstanding 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 outstanding 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 outstanding notes, either:

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

•  obtain a properly completed bond power from the registered holder of outstanding 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 outstanding notes surrendered for exchange are tendered:

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

•  for the account of an eligible guarantor institution.

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      If the letter of transmittal is signed by the registered holder(s) of the outstanding notes tendered, the signature must correspond with the name(s) written on the face of the outstanding 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 outstanding notes. If the letter of transmittal is signed by a person other than the registered holder of any outstanding notes, the outstanding 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 outstanding notes and an eligible institution must guarantee the signature on the bond power. If the letter of transmittal or any certificates representing outstanding 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, eligibility, including time of receipt, acceptance and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. 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.

      Unless waived, any defects or irregularities in connection with tenders of outstanding 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 outstanding notes, neither we, the exchange agent nor any other person will incur any liability for failure to give notification. Tenders of outstanding notes will not be deemed made until those defects or irregularities have been cured or waived. Any outstanding 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 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 outstanding 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 outstanding 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 Banking may make book-entry delivery of Regulation S outstanding notes by causing Euroclear or Clearstream Banking to transfer such outstanding notes into the exchange agent’s account at DTC in accordance with established procedures between DTC and Euroclear or Clearstream Banking for transfer.

      If you desire to tender outstanding 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 Automated Tender Offer Program, or ATOP.

      DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding notes held in book-entry form to the exchange agent in accordance with DTC’s

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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 outstanding 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 Banking, from a participant in DTC tendering outstanding 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 RJR 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 Banking 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 outstanding notes pursuant to the exchange offer and (1) certificates representing such outstanding notes are not immediately available, (2) time will not permit your letter of transmittal, certificates representing such outstanding 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 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 Outstanding Notes

      Subject to the satisfaction or waiver of the condition to the exchange offer, RJR will accept for exchange any and all outstanding notes properly tendered in the exchange offer and not validly withdrawn prior to the expiration of the exchange offer. RJR shall be deemed to have accepted validly tendered outstanding 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 outstanding notes who surrender them in the exchange

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offer for the purposes of receiving the new notes from RJR and delivering the new notes to such holders. RJR will issue and deliver the new notes promptly following the expiration of the exchange offer.

      If any tendered outstanding notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, such unaccepted or non-exchanged outstanding notes will be returned without expense to the tendering holder thereof, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC pursuant to the book-entry transfer procedures described below, such non-exchanged outstanding 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 outstanding 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, which may be by telegram, telex, facsimile transmission or letter, at one of the addresses 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 outstanding notes to be withdrawn;

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

•  be signed by the person who tendered the outstanding 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 outstanding notes are to be re-registered, if different from that of the withdrawing holder.

      If outstanding 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 outstanding 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 outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. We will return any outstanding 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 outstanding notes tendered by book-entry transfer into the exchange agent’s account at DTC according to the procedures described above, those outstanding notes will be credited to an account maintained with DTC for outstanding notes, promptly after withdrawal, rejection of tender or termination of the exchange offer. You may retender properly withdrawn outstanding notes by following one of the procedures described under the caption “— Procedures for Tendering Outstanding 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 under the caption “— Exchange Agent.”

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Consequences of Failure to Exchange

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

•  as set forth in the legend printed on the outstanding notes as a consequence of the issuance of the outstanding notes pursuant to the 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 outstanding notes.

      In general, you may not offer or sell your outstanding 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 agreement, we do not intend to register resales of the outstanding notes under the Securities Act.

Exchange Agent

      The Bank of New York 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 or Overnight Courier:	By Facsimile:	By Hand Delivery:
The Bank of New York 101 Barclay Street Floor 7E Reorganization Section Attn: Kin Lau New York, New York 10286	The Bank of New York (212) 298-1915 Reorganization Section Attn: Kin Lau Confirm by Telephone: (212) 815-3750 For Information Telephone: (212) 815-3750	The Bank of New York 101 Barclay Street Floor 7E Reorganization Section Attn: Kin Lau New York, New York 10286

      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 is the trustee under the 2002 indenture. The Bank of New York also serves as trustee under the indentures related to RJR’s currently outstanding notes, participates in RJR’s revolving credit facility and is the 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.

Fees and Expenses

      We will bear the expenses incurred in connection with the exchange offer. We are mailing the principal solicitation. However, our officers and regular employees and those of our affiliates may make additional solicitation by telegraph, telecopy, 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 outstanding 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.

      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.

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      Holders who tender their outstanding 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 outstanding 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 expenses of the exchange offer will be amortized over the term of the new notes.

Regulatory Matters

      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.

Other

      Participation in the exchange offer is voluntary. Holders of the outstanding 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 Considerations.”

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DESCRIPTION OF THE NEW NOTES

General

      On June 29, 2005, RJR issued and sold the outstanding 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. The outstanding notes were issued under an indenture, dated as of May 20, 2002, among RJR, as issuer, RJR Acquisition Corp. and RJR Tobacco, as guarantors, and The Bank of New York, as trustee, as amended by a first supplemental indenture dated as of June 30, 2003, pursuant to which R. J. Reynolds Tobacco Co., RJR Packaging, LLC, FHS, Inc. and GMB, Inc. became parties to such indenture as guarantors, and a second supplemental indenture dated as of July 30, 2004, pursuant to which RAI became a party to such indenture as a guarantor. We refer to this indenture, as amended, as the 2002 indenture. RJR has existing notes issued under the 2002 indenture, in addition to the outstanding notes, in the aggregate principal amount of $750 million. The new notes will also be issued under the 2002 indenture.

      The following summary highlights material provisions of the 2002 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 2002 indenture and the new notes, you should read carefully all of their provisions. A copy of each of the 2002 indenture and the form of new notes 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 of 1939, as amended.

      The terms of the new notes will be substantially identical to the terms of the outstanding notes. However, the new notes have been registered under the Securities Act of 1933, and will not have transfer restrictions, unless held by certain broker-dealers, affiliates of RJR or certain other persons, registration rights or certain rights to additional interest that the outstanding notes have. The new notes will consist of up to $300 million aggregate principal amount of new 6.500% Secured Notes due 2010 and up to $200 million aggregate principal amount of new 7.300% Secured Notes due 2015. The 2002 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 new notes, the existing notes issued under the 2002 indenture, including the outstanding notes, and any additional notes subsequently issued thereunder will be treated as a single class for certain purposes under the 2002 indenture, including with respect to amendments of the 2002 indenture and defaults affecting all series of notes issued under the 2002 indenture. The 2002 indenture contains covenants that restrict the ability of RJR 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.

The 2002 indenture does not contain any cross-default or cross-acceleration provisions. The 2002 indenture does not limit the ability of RJR to incur additional indebtedness.

      The new 2010 notes will mature on July 15, 2010. The new 2015 notes will mature on July 15, 2015. The notes will be issued in fully registered form, without coupons, only in minimum denominations of $1,000, increased in multiples of $1,000. Interest on each new note will accrue from the last interest payment date on which interest was paid on the outstanding note surrendered in exchange for the new note or, if no interest has been paid on such outstanding note, from June 29, 2005, and will be payable semiannually, in arrears, on January 15 and July 15, to the persons in whose names the notes are registered at the close of business on the January 1 and July 1 preceding the respective interest payment dates, except that interest payable at maturity or any earlier redemption 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. If your outstanding notes are accepted for exchange, you

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will be deemed to have waived your right to receive any interest on the outstanding notes. Consequently, holders of new notes will receive the same interest payments that they would have received had they not exchanged their outstanding notes in the exchange offer. The notes will not be subject to any sinking fund.

The Guarantees

      Our parent, RAI, and certain of our direct and indirect subsidiaries — RJR Tobacco, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., RJR Packaging, LLC, FHS, Inc. and GMB, Inc. — 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. At the time of their initial issuance, the outstanding notes were also guaranteed by BWT Brands, Inc., an indirect, wholly owned subsidiary of RJR. In December 2005, however, BWT Brands, Inc. was merged with and into another subsidiary guarantor, GMB, Inc. Consequently, at the time of issuance of the new notes in the exchange offer, neither the new notes nor the outstanding notes will be guaranteed by BWT Brands, Inc. In addition, subsequent to issuance of the new notes, under the terms of the 2002 indenture, RJR will cause each other subsidiary that becomes a guarantor under its $486 million revolving credit facility to guarantee the new notes.

      The entities that will initially guarantee the obligations of RJR under the new notes are the same entities that guarantee RJR’s obligations under its revolving credit facility and under existing notes issued under the 2002 indenture, including the outstanding notes, and the 1999 indenture, in the aggregate principal amount of $1.64 billion at September 30, 2005 (including $190 million aggregate principal amount of 2006 notes that will be paid at maturity utilizing proceeds remaining from the sale of the outstanding notes). If a guarantor of the new notes ceases to be a guarantor under RJR’s revolving credit facility for any reason, such guarantor will be deemed released from all its obligations under the 2002 indenture, its guarantee of all notes issued thereunder will terminate and all collateral pledged by such guarantor to secure its guarantee of such notes will automatically be released. Such guarantor will similarly be released from its guarantee obligations with respect to RJR’s existing notes under the 1999 indenture. Currently, RJR’s revolving credit facility does not provide that the guarantees of RJR’s obligations thereunder will be released in the event RJR’s long-term senior debt is rated investment grade as it does with respect to the security for the obligations of RJR and the guarantors thereunder as discussed below. See “— Security for the Notes and the Guarantees.”

      The 2002 indenture provides that the obligations of each guarantor will be 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 revolving credit facility) 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 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.

Security for the New Notes and Related Guarantees

      The 2002 indenture provides that if RJR and certain restricted subsidiaries mortgage or pledge as security for any indebtedness any of the following:

•  shares of stock or indebtedness or other obligations of a subsidiary held by or owed to any of RJR or such restricted subsidiary; or

•  any principal property of RJR or such restricted subsidiary,

then RJR will secure or cause such restricted subsidiary to secure the notes thereunder equally and ratably with all indebtedness secured by such mortgage or pledge, so long as such indebtedness shall be so secured. A subsidiary of RJR is a restricted subsidiary for purposes of this provision if it is a domestic subsidiary, it owns principal property or is a lessee pursuant to a capital lease of any principal property and the investment of RJR and all its subsidiaries in the subsidiary exceeds 5% of RJR’s consolidated net

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worth. Principal property is generally real property or equipment used primarily for manufacturing or storage and having an acquisition cost plus capitalized improvements in excess of 2% of RJR’s consolidated net worth. The 1999 indenture contains a substantially identical provision. In certain limited circumstances, RJR may incur certain indebtedness secured by liens in assets not otherwise pledged to the holders of indebtedness issued under the 1999 indenture and the 2002 indenture so long as the indebtedness secured by such liens and certain capitalized sale-leaseback obligations do not exceed 10% of the consolidated net worth of RJR. Currently, the restricted subsidiaries for purposes of the 2002 indenture (and the 1999 indenture) are the same subsidiaries of RJR as the subsidiary guarantors. At such time as the assets described above are no longer pledged to secure indebtedness of RJR other than the notes, such assets automatically will be released as collateral for the notes. RJR and the guarantors have pledged substantially all of their assets to secure their respective obligations under RJR’s revolving credit facility and thus have also pledged the assets specified above to secure their respective obligations under RJR’s existing notes under the 2002 and 1999 indentures.

      Upon issuance, the new notes will be secured by certain assets of RJR and the subsidiary guarantors pursuant to the security documents discussed below. These assets consist of any shares of stock, indebtedness or other obligations of a subsidiary held by or owing to RJR or a subsidiary guarantor, or any principal property of RJR and the subsidiary guarantors. In addition, RAI will pledge its stock in RJR and any indebtedness owed to it by its subsidiaries to secure its guarantee of the new notes. All of the foregoing assets are currently pledged by RJR and the guarantors of the new notes, including RAI, to secure their obligations with respect to RJR’s existing notes under the 2002 indenture, including the outstanding notes, and the 1999 indenture, in the aggregate principal amount of $1.45 billion at September 30, 2005 (which does not include the $190 million aggregate principal amount of 2006 notes that are unsecured). In addition, RJR and the guarantors have pledged substantially all their assets, which include these same assets, to secure their obligations under RJR’s $486 million revolving credit facility. The assets pledged to secure the obligations under RJR’s revolving credit facility that will not be pledged to secure the obligations under the notes include, among other assets, intellectual property, inventory, cash and accounts receivable. Pursuant to documents relating to the revolving credit facility, in the event of RJR’s exposure under any hedging arrangement with a lender under the credit facility, RJR’s obligations with respect thereto are guaranteed by the same entities and secured by the same assets as RJR’s obligations under its revolving credit facility.

      Under the terms of RJR’s current revolving credit facility, at such time, if any, as any long-term senior debt of RJR which ranks on a parity, as to payment and security, with the debt of RJR under the revolving credit facility is rated investment grade by Moody’s and S&P, the security for RJR’s obligations and the obligations of the guarantors under the revolving credit facility will automatically be released and the obligations thereunder will become unsecured; provided, however, that if certain defaults exist under the indentures at such time, the collateral will not be released until these defaults are cured or waived. Currently, RJR has no subordinated debt, therefore, all of its debt is senior debt, and approximately $1.729 billion of its existing notes (including $190 million aggregate principal amount of 2006 notes that will be paid at maturity utilizing proceeds remaining from the sale of the outstanding notes) issued under its 2002 indenture, including the outstanding notes, its 1999 indenture and its 1995 indenture rank on a parity with the debt of RJR under its revolving credit facility as to payment of this debt. Of this indebtedness, $1.45 billion (which does not include the $190 million aggregate principal amount of 2006 notes and $89 million aggregate principal amount of existing notes issued under the 1995 indenture) also ranks on a parity with the debt of RJR under its revolving credit facility as to security to the extent the assets securing such notes are the same as the assets securing RJR’s debt under its revolving credit facility. In addition, whether or not there is any change in the rating of any debt, the lenders under the revolving credit facility 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 revolving credit facility and the notes without obtaining any consent or approval from any holders of the notes. Further, RJR intends to seek the release of the stock in one or more of the entities that is currently pledged as security for the revolving credit facility in order to avoid any requirement under current SEC rules that separate financial statements of certain of these entities be filed with the SEC due to the fact that such entities’ stock secures the notes. If

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RJR is successful in this effort, such stock will not be part of the collateral to the extent necessary to avoid this requirement.

      As of the date of this prospectus, such minimum investment grade rating of S&P is BBB- and of Moody’s is Baa3. Upon any of such long-term senior debt of RJR being assigned an investment grade rating by each of S&P and Moody’s, the security granted to secure the obligations under the revolving credit facility will automatically be released and, under the terms of the indenture related to the notes, the collateral securing the notes and the guarantees will be released. Thereafter, upon any of the long-term senior debt of RJR being assigned a non-investment grade rating by each of S&P and Moody’s, or in certain cases, by either S&P or Moody’s, RJR is required to repledge the security granted to secure the obligations under the revolving credit facility and most of its existing notes as described above.

Documents Creating the Security Interests; Exercise of Remedies

Description of the Security Documents

      The assets described above which secure the obligations under RJR’s revolving credit facility, the existing notes issued under RJR’s 2002 indenture and 1999 indenture, including the outstanding notes, and the new notes as well as the guarantees of all such notes are pledged under the terms of security documents in favor of the collateral agent under RJR’s revolving credit facility. These documents grant, in favor of the collateral agent and for the express benefit of the lenders under RJR’s revolving credit facility, such existing notes and the new notes, a security interest in each of the categories of assets described above with respect to the revolving credit facility, such existing notes and the new notes. The collateral agent, pursuant to the terms of the security documents, acts as agent for the lenders under RJR’s revolving credit facility, such existing notes and the new notes, and acts as agent for the holding and liquidation of rights in the assets pledged to secure the respective obligations.

No Ability to Declare a Cross-Default Under 2002 Indenture

      Upon a default occurring under the 1999 indenture or the 2002 indenture, the lenders under RJR’s revolving credit facility may also declare a default under the revolving credit facility.

      Upon a default under RJR’s revolving credit facility, the lenders thereunder may require the collateral agent to pursue the remedies set forth in the security documents. However, a default under RJR’s revolving credit facility does not cause a default under the 2002 indenture or 1999 indenture, or give the noteholders thereunder a right to accelerate such debt.

Enforcement of Remedies Following a Default Under 2002 Indenture

      Upon a default under any notes issued under the 2002 indenture or the 1999 indenture, the holders thereof may only seek enforcement of the remedies set forth in the security documents under the following circumstances:

•  if the lenders under the revolving credit facility have required the collateral agent to take action against the collateral following a default under the revolving credit facility; or

•  a payment default with respect to at least $300 million of the principal amount of indebtedness under the 1999 indenture or the 2002 indenture (or a substantially similar indenture) occurs and continues in existence for at least 180 days. Following such payment period, the holders of such indebtedness can direct the collateral agent to enforce the remedies under the security documents, independent of a default under the revolving credit facility.

Ranking

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

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      The new notes will rank:

•  equally in right of payment with RJR’s existing and future unsubordinated obligations and, while secured, equally in right of security to the extent the assets securing such obligations, and the priority of the security interest therein, are the same as the assets, and such priority, securing RJR’s other secured obligations. As of September 30, 2005, RJR had unsubordinated obligations of $2.684 billion (including current liabilities, intercompany obligations, the outstanding notes in the aggregate principal amount of $500 million and $190 million aggregate principal amount of the 2006 notes that will be paid at maturity utilizing proceeds remaining from RJR’s sale of the outstanding notes). Of such amount, $1.476 billion is secured by a first priority security interest ($1.45 billion of which is secured with the assets that will secure the new notes, and $26 million of which is secured with these and other assets);

•  senior to any existing and future subordinated obligations from time to time of RJR. As of September 30, 2005, RJR had no subordinated indebtedness; and

•  structurally subordinated to the obligations of any non-guarantor subsidiaries of RJR. As of September 30, 2005, RJR’s non-guarantor subsidiaries had obligations of $563 million.

      The guarantees related to the new notes will rank:

•  equally in right of payment with the existing and future unsubordinated obligations of the guarantors and, while secured, equally in right of security to the extent the assets securing such guarantees, and the priority of the security interest therein, are the same as the assets, and such priority, securing such guarantors’ other secured obligations. As of September 30, 2005, the guarantors had unsubordinated obligations of $6.522 billion (including tobacco settlement and related accruals, current liabilities and intercompany obligations). In addition, as of September 30, 2005, the guarantors had unsubordinated obligations related to their guarantees of $1.64 billion of RJR’s obligations under its existing notes (including the outstanding notes and $190 million aggregate principal amount of 2006 notes that will be paid at maturity utilizing proceeds remaining from the sale of the outstanding notes). Of such amount, $1.476 billion is secured by a first priority security interest ($1.45 billion of which is secured with the assets that will secure their guarantees of the new notes, and $26 million of which is secured with these and other assets);

•  senior to any existing and future subordinated obligations from time to time of the guarantors. As of September 30, 2005, the guarantors did not have any obligations that will be subordinated to their guarantees of the new notes; and

•  structurally subordinated to all of the obligations of any non-guarantor subsidiaries of the guarantors. As of September 30, 2005, the guarantors’ non-guarantor subsidiaries had obligations of $563 million.

      With respect to RAI’s financial statements, intercompany balances are eliminated upon consolidation. For a presentation of the financial information pursuant to Rule 3-10 of Regulation S-X for RAI, RJR’s subsidiaries guaranteeing the notes and non-guarantor subsidiaries, see note 12 to the condensed consolidated financial statements included in RAI’s September 30, 2005, Form 10-Q.

Optional Redemption

      The new notes are redeemable, in whole at any time or in part from time to time, at the option of RJR, 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 50 basis points, plus accrued and unpaid interest on the principal amount being redeemed to the redemption date.

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      The term used in the foregoing discussion have the following meanings:

      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, referred to as the 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 either Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., or, if both 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 RJR.

      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) 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, referred to as a Primary Treasury Dealer, RJR will substitute for such initial purchaser another Primary Treasury Dealer and (2) any other Primary Treasury Dealer selected by the Independent Investment Banker after consultation with RJR.

      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.

Same-Day Settlement and Payment

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

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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 being referred to herein 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 has advised us that it is a limited-purpose trust company that was created to hold securities for its participating organizations, including Euroclear and Clearstream, 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, referred to collectively 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 new notes represented by such Global Notes under the 2002 indenture. Except as provided below, owners of new notes will not be entitled to have the new notes registered in their names and will not be considered the owners or holders thereof under the 2002 indenture for any purpose, including with respect to the giving of any directions, instructions, or approvals to the trustee thereunder. None of RJR or the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of new notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to such notes.

      Payments in respect of the principal of, premium, if any, and interest on any new 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 2002 indenture. Under the terms of the 2002 indenture, RJR and the trustee may treat the persons in whose names any new 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 RJR 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). RJR 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 new 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

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Indirect Participants, exchange such beneficial interest for new 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 and would be subject to the legal requirements described in this prospectus under “Notice to Investors.”

      If the Depositary for the new 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 Securities Exchange Act of 1934, referred to as the Exchange Act, and a successor depositary registered as a clearing agency under the Securities Exchange Act of 1934 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 2002 indenture permits us at any time and in our sole discretion to decide not to have the new notes represented by one or more Global Notes. DTC has advised us that, under its current practices, it would notify its Participants of our 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 new 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 RJR 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 RJR 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

      In addition to serving as the exchange agent, The Bank of New York is the trustee under the 2002 indenture. The Bank of New York also serves as trustee under RJR’s 1999 and 1995 indentures, participates in RJR’s revolving credit facility and is the 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.

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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 outstanding notes for new notes, and of the ownership and disposition of the new notes by holders that have held the outstanding 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. Neither RJR nor RAI has 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 outstanding 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 outstanding note exchanged therefor; and

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

      In the event any additional interest we may be required to pay on the outstanding notes under the circumstances described in “The Exchange Offer — Shelf Registration” is treated as interest, the tax treatment of such payments should be the same as other interest payments received by you.

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      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;

•  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 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.

      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 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 outstanding notes where such outstanding 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 that 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 validity and enforceability of the new notes and related guarantees will be passed upon for us by Kilpatrick Stockton LLP, Charlotte, North Carolina.

EXPERTS

      The consolidated financial statements of RAI and subsidiaries as of December 31, 2004 and 2003, and for each of the years in the three-year period ended December 31, 2004, management’s assessment of the effectiveness of RAI’s internal control over financial reporting as of December 31, 2004, and the effectiveness of RAI’s internal control over financial reporting as of December 31, 2004, incorporated by reference in this Registration Statement on Form S-4, have been audited by KPMG LLP, an independent registered public accounting firm, as stated in its reports incorporated by reference in this Registration Statement on Form S-4 and have been so incorporated in reliance upon the reports of such firm given upon the authority of said firm as experts in accounting and auditing. Its report dated February 28, 2005, covering the financial statements referenced above refers to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” effective January 1, 2002. Its report dated February 28, 2005, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of RAI as of December 31, 2004, contains an explanatory paragraph that states that RAI has excluded from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, the acquired U.S. assets, liabilities, and operations of B&W, an indirect, wholly owned subsidiary of BAT, and the acquired capital stock of CMSI, an indirect subsidiary of BAT, which owns all of the outstanding stock of Lane (together referred to as B&W/ Lane). Its audit of internal control over financial reporting of RAI also excluded an evaluation of the internal control over financial reporting of B&W/ Lane.

      The combined consolidated financial statements of the U.S. tobacco operations of B&W and CMSI, the parent of Lane, for each year in the two-year period ended December 31, 2003, incorporated by reference in this Registration Statement on Form S-4 have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report incorporated by reference herein and have been so incorporated in reliance upon the report of such firm given upon the authority of said firm as experts in accounting and auditing.

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WHERE YOU CAN FIND MORE INFORMATION

      RAI, the parent of RJR, is subject to the informational requirements of the Securities Exchange Act of 1934, as amended, 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.

      RJR, RAI, and the subsidiary guarantors have filed with the SEC a registration statement on Form S-4, of which this prospectus forms a part, under the Securities Act of 1933, as amended, 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 RJR, RAI, the subsidiary 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 website 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

      We “incorporate by reference” into this prospectus certain information filed by RAI (SEC file number 1-32258) with the SEC, which means that we disclose 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. RJR incorporates by reference the 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, 2004, filed with the SEC on March 9, 2005, as amended by its Form 10-K/ A filed on May 19, 2005;

•  RAI’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2005, June 30, 2005, and September 30, 2005, filed with the SEC on May 9, 2005, August 4, 2005, and November 3, 2005, respectively;

•  RAI’s Current Reports on Form 8-K filed with the SEC on February 7, 2005, March 4, 2005, April 8, 2005, April 26, 2005, May 5, 2005, May 6, 2005, June 28, 2005, July 6, 2005, July 11, 2005, July 15, 2005, September 13, 2005, October 3, 2005, and December 5, 2005; and

•  the combined consolidated statements of operations and comprehensive income and combined consolidated statements of cash flows for each of the two years ended December 31, 2003, along with the accompanying report of Deloitte & Touche LLP and the notes to such statements, of British American Tobacco plc’s (BAT) United States tobacco operations (B&W/ Lane), which consists of Cigarette Manufacturers Supplies, Inc., a holding company for Lane Limited, which are both indirect BAT wholly owned subsidiaries, and the US operations of Brown & Williamson Tobacco Corporation (B&W), also an indirect BAT wholly owned subsidiary, included in pages F-6 through F-90 of RAI’s Registration Statement on Form S-4/ A filed with the SEC on June 23, 2004.

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      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.

      While any outstanding notes remain outstanding, we will make available, upon request, to any beneficial owner and any prospective purchaser of notes the information regarding RAI required pursuant to Rule 144A(d)(4) under the Securities Act during any period in which RAI is not subject to Section 13 or 15(d) of the Exchange Act. Any such request should also be directed to the Office of the Secretary of RAI at the address and phone number 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: RAI, RJR Tobacco and GMB, Inc.

      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 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, or 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 prior to the then-existing policy period; provided, however, that RAI will use commercially reasonable efforts to obtain and

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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 combination of RJR Tobacco and the U.S. assets, liabilities and operations of B&W, 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, RJR Acquisition Corp., R. J. Reynolds Tobacco Co. and FHS, Inc.

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

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      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 and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him 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 Corp., referred to as 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 FHS, Inc., referred to as 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 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 conduct was unlawful. The bylaws of FHS also provide that the indemnification provided for therein shall include the right to have

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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.

      RJR Packaging, LLC, referred to as RJR Packaging, is a Delaware limited liability company. 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. RJR Packaging’s operating agreement (its limited liability company 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, for any expenses incurred by reason of any act performed or omitted in connection with the business of RJR Packaging.

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 and under its 2004 business combination agreement relating to directors’ and officers’ liability insurance.

Item 21. Exhibits and Financial Statement Schedules.

(a)  Exhibits.

Exhibit No.			Description of Document
	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.
	3	.4	Amended and Restated Bylaws of R.J. Reynolds Tobacco Holdings, Inc.
	3	.5	Amended and Restated Certificate of Incorporation of RJR Acquisition Corp.
	3	.6	Bylaws of RJR Acquisition Corp.
	3	.7	Amended and Restated Articles of Incorporation of R. J. Reynolds Tobacco Company.
	3	.8	Amended and Restated Bylaws of R. J. Reynolds Tobacco Company.
	3	.9	Certificate of Incorporation of R. J. Reynolds Tobacco Co. (formerly R. J. Reynolds Company), as amended.
	3	.10	By-Laws of R. J. Reynolds Tobacco Co. (formerly R. J. Reynolds Company).
	3	.11	Certificate of Formation of RJR Packaging, LLC.
	3	.12	RJR Packaging, LLC Operating Agreement.
	3	.13	Certificate of Incorporation of FHS, Inc.
	3	.14	Bylaws of FHS, Inc.
	3	.15	Articles of Incorporation of GMB, Inc. (formerly Interim, Inc.), as amended.
	3	.16	Bylaws of GMB, Inc. (formerly Interim, Inc.)

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Exhibit No.			Description of Document
	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 (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, to the Amended and Restated Indenture dated as of July 24, 1995, between RJR Nabisco, Inc. and The Bank of New York, as successor 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	Second Supplemental Indenture and Waiver dated as of April 27, 1999, between RJR Nabisco, Inc. and The Bank of New York, to the Amended and Restated Indenture dated as of May 18, 1992, between RJR Nabisco, Inc. and The Bank of New York, as successor trustee, as amended by the Form of First Supplemental Indenture and Waiver thereto dated as of June 2, 1995 (incorporated by reference to Exhibit 10.4 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.5	Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and 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	.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, 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, 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, as Trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and 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, as Trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R. J. Reynolds Tobacco Company and 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, 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, as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s From 8-K dated July 11, 2005).
	4	.10	Form of Note for the 61/2% Note due 2007 (incorporated by reference to Exhibit 4.1 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 15, 2002).
	4	.11	Form of Note for the 71/4% Note due 2012 (incorporated by reference to Exhibit 4.2 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 15, 2002).
	4	.12	Guarantee dated as of May 18, 1999, by R. J. Reynolds Tobacco Company to the holders and 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, as trustee (incorporated by reference to Exhibit 10.6 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	.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 (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, 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, 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, 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 (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	4	.16	Form of 6.500% Secured Note due 2010 of R.J. Reynolds Tobacco Holdings, Inc. (Regulation S) (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	4	.17	Form of 7.300% Secured Note due 2015 of R.J. Reynolds Tobacco Holdings, Inc. (Regulation S) (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	4	.18	Form of 7.300% Secured Note due 2015 of R.J. Reynolds Tobacco Holdings, Inc. (Rule 144A) (incorporated by reference to 4.3 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	4	.19	Form of new 6.500% Secured Note due 2010 of R.J. Reynolds Tobacco Holdings, Inc.
	4	.20	Form of new 7.300% Secured Note due 2015 of R.J. Reynolds Tobacco Holdings, Inc.
	5	.1	Opinion of Kilpatrick Stockton LLP, including consent, regarding the validity of securities being registered.
	10	.1	Third Amended and Restated Credit Agreement, dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc. and the lending institutions listed and to be listed from time to time on Annex I thereto (incorporated by reference to Exhibit 10.6 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.2	Fourth Amended and Restated Subsidiary Guaranty, by R. J. Reynolds Tobacco Company, RJR Acquisition Corp., GMB, Inc., FHS, Inc., R. J. Reynolds Tobacco Co., RJR Packaging, LLC and BWT Brands, Inc. to the creditors defined therein, issued in connection with the Third Amended and Restated Credit Agreement dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc. and the lending institutions listed and to be listed from time to time on Annex I thereto (incorporated by reference to Exhibit 10.7 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.3	Amended and Restated Security Agreement, dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc., various subsidiaries of Reynolds American Inc. and JPMorgan Chase Bank, as Collateral Agent (incorporated by reference to Exhibit 10.8 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.4	Amended and Restated Pledge Agreement, dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc., various subsidiaries of Reynolds American Inc. and JPMorgan Chase Bank, as Collateral Agent (incorporated by reference to Exhibit 10.9 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).

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Exhibit No.			Description of Document
	10	.5	Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Davie County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (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 June 30, 2003, filed August 8, 2003).
	10	.6	First Amendment to Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Davie County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.12 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.7	Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Forsyth County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.5 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).
	10	.8	First Amendment to Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Forsyth County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.13 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.9	Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Stokes County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.6 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).
	10	.10	First Amendment to Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Stokes County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.14 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.11	Mortgage, Security Agreement, Assignment of Leases, Rents and Rights, Financing Statement and Fixture Filing (South Carolina), made by R. J. Reynolds Tobacco Company, as the Mortgagor, to JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Mortgagee (incorporated by reference to Exhibit 10.10 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.12	Deed to Secure Debt, Security Agreement and Assignment of Leases, Rents and Rights (Georgia), made by R. J. Reynolds Tobacco Company, as the Grantor, to JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Grantee (incorporated by reference to Exhibit 10.11 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.13	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	.14	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).

II-7

Exhibit No.			Description of Document
	10	.15	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	.16	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	.17	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	.18	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	.19	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	.20	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	.21	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	.22	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	.23	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	.24	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	.25	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	.26	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	.27	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).

II-8

Exhibit No.			Description of Document
	10	.28	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	.29	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	.30	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	.31	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	.32	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	.33	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	.34	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	.35	Reynolds American Inc. Outside Directors’ Benefit Summary (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated November 30, 2005).
	10	.36	Amended and Restated Equity Incentive Award Plan for Directors of Reynolds American Inc., referred to as the EIAP (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.37	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	.38	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	.39	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	.40	Form of Stock Option Agreement (Annual) between R. J. Reynolds Tobacco Holdings, Inc. and the Director named therein, pursuant to the EIAP, dated as of June 15, 1999 (incorporated by reference to Exhibit 10.11 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	.41	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).

II-9

Exhibit No.			Description of Document
	10	.42	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	.43	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	.44	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	.45	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	.46	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 year ended December 31, 2002, filed March 3, 2003).
	10	.47	Form of Restricted Stock Agreement dated July 31, 2003, 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 September 30, 2003, filed November 7, 2003).
	10	.48	Form of Performance Unit Agreement (three-year vesting) dated July 31, 2003, between R. J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (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 September 30, 2003, filed November 7, 2003).
	10	.49	Form of Performance Unit Agreement (one-year vesting) dated February 4, 2004, between R. J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (incorporated by reference to Exhibit 10.52 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 5, 2004).
	10	.50	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	.51	Form of Amendment No. 1 to Performance Unit Agreement dated October 7, 2004, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated October 7, 2004).
	10	.52	Performance Unit Agreement dated October 7, 2004, between Reynolds American Inc. and Susan M. Ivey (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated October 7, 2004).
	10	.53	Form of Performance Unit Agreement (one-year vesting) dated February 2, 2005, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.53 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	10	.54	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	.55	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).

II-10

Exhibit No.			Description of Document
	10	.56	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	.57	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	.58	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	.59	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	.60	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	.61	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	.62	Excess Benefit Master Trust Agreement, as amended and restated as of October 12, 1988, by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A. (incorporated by reference to Exhibit 10.21 to R. J. Reynolds Tobacco Holdings, Inc.’s Registration Statement on Form S-4 of RJR Holdings Corp. and RJR Holdings Group, Inc., Registration No. 33-27894, filed April 5, 1989, as amended).
	10	.63	Amendment No. 1 to Excess Benefit Master Trust Agreement dated January 27, 1989, by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A. (incorporated by reference to Exhibit 10(h)(ii) to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1988, filed March 9, 1989).
	10	.64	Second Amendment to Excess Benefit Master Trust Agreement, dated as of October 3, 2003, by and between R. J. Reynolds Tobacco Company, as successor to RJR Nabisco, Inc., and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.57 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 5, 2004).
	10	.65	R. J. Reynolds Supplemental Executive Retirement Plan, as amended and restated on January 1, 2004 (incorporated by reference to Exhibit 10.58 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 5, 2004).
	10	.66	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	.67	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	.68	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	.69	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).

II-11

Exhibit No.			Description of Document
	10	.70	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	.71	First Amendment to Credit Agreement, amending the Third Amended and Restated Credit Agreement, dated as of July 30, 2004 (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated April 22, 2005).
	10	.72	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	.73	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	.74	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	.75	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	.76	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	.77	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	.80	Business Combination Agreement, dated as of October 27, 2003, by and between R. J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 99.2 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated October 29, 2003).
	10	.81	Amendment No. 1, dated as of January 9, 2004, to the Business Combination Agreement dated as of October 27, 2003, by and between R. J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 2.2 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 5, 2004).
	10	.82	Amendment No. 2, dated as of June 15, 2004, to the Business Combination Agreement, dated as of October 27, 2003, as amended, by and between R. J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 2.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.83	Amendment to Business Combination Agreement and Disclosure Schedule, dated July 30, 2004, by Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.), and accepted and agreed to by R. J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 2.4 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.84	Joinder Agreement, dated as of January 9, 2004, among Reynolds American Inc., Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) and R. J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 2.5 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).

II-12

Exhibit No.			Description of Document
	10	.85	Lane Stock Purchase Agreement, dated as of October 27, 2003, by and among R. J. Reynolds Tobacco Holdings, Inc., American Cigarette Company Overseas B.V., Cigarette Manufacturers Supplies Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 99.3 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated October 29, 2003).
	10	.86	Amendment No. 1, dated as of January 9, 2004, to Lane Stock Purchase Agreement dated as of October 27, 2003, by and among R. J. Reynolds Tobacco Holdings, Inc., American Cigarette Company Overseas B.V., Cigarette Manufacturers Supplies Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 2.4 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 5, 2004).
	10	.87	Joinder Agreement, dated as of January 9, 2004, among American Cigarette Company Overseas B.V., Cigarette Manufacturers Supplies, Inc., R. J. Reynolds Tobacco Holdings, Inc. and Reynolds American Inc. (incorporated by reference to Exhibit 2.8 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
	21	.1	Subsidiaries of Reynolds American Inc. (incorporated by reference to Exhibit 21.1 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	23	.1	Consent of KPMG LLP.
	23	.2	Consent of Deloitte & Touche LLP.
	23	.3	Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
	24	.1	Power of Attorney of the Directors of Reynolds American Inc.
	24	.2	Powers of Attorney of the Registrants other than Reynolds American Inc. (included on signature pages of this Part II).
	25	.1	Form T-1 Statement of Eligibility and Qualification of The Bank of New York as trustee with respect to the new 6.500% Secured Notes due 2010.
	25	.2	Form T-1 Statement of Eligibility and Qualification of The Bank of New York as trustee with respect to the new 7.300% Secured Notes due 2015.
	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

II-13

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.

      (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

II-14

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-15

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

R.J. Reynolds Tobacco Holdings, Inc.

By:  /s/ Charles A. Blixt

Name: Charles A. Blixt

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Charles A. Blixt Charles A. Blixt	President and Director (Principal Executive Officer)	December 7, 2005
/s/ Daniel A. Fawley Daniel A. Fawley	Senior Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 7, 2005
/s/ McDara P. Folan, III McDara P. Folan, III	Director	December 7, 2005

II-16

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

Reynolds American Inc.

By:  /s/ Susan M. Ivey

Name: Susan M. Ivey

Title: President and Chief Executive Officer

      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 and on the dates indicated.

Signature	Title	Date
/s/ Susan M. Ivey Susan M. Ivey	President and Chief Executive Officer and Director (Principal Executive Officer)	December 7, 2005
/s/ Dianne M. Neal Dianne M. Neal	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 7, 2005
/s/ Michael S. Desmond Michael S. Desmond	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	December 7, 2005
/s/ Betsy S. Atkins Betsy S. Atkins	Director	December 7, 2005
/s/ John T. Chain, Jr. John T. Chain, Jr.	Director	December 7, 2005
Martin D. Feinstein	Director	December 7, 2005
/s/ E. V. Goings E. V. Goings	Director	December 7, 2005
/s/ Nana Mensah Nana Mensah	Director	December 7, 2005
/s/ Antonio Monteiro de Castro Antonio Monteiro de Castro	Director	December 7, 2005
/s/ H.G.L. Powell H.G.L. Powell	Director	December 7, 2005

II-17

Signature	Title	Date
/s/ Andrew J. Schindler Andrew J. Schindler	Director	December 7, 2005
/s/ Joseph P. Viviano Joseph P. Viviano	Director	December 7, 2005
/s/ Thomas C. Wajnert Thomas C. Wajnert	Director	December 7, 2005
/s/ Neil R. Withington Neil R. Withington	Director	December 7, 2005

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

R. J. Reynolds Tobacco Company

By:  /s/ Charles A. Blixt

Name: Charles A. Blixt

Title: Executive Vice President and General Counsel

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Susan M. Ivey Susan M. Ivey	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	December 7, 2005
/s/ Dianne M. Neal Dianne M. Neal	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	December 7, 2005
/s/ Michael S. Desmond Michael S. Desmond	Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)	December 7, 2005
/s/ Lynn J. Beasley Lynn J. Beasley	Director	December 7, 2005

II-19

Signature	Title	Date
/s/ James V. Maguire James V. Maguire	Director	December 7, 2005
/s/ Daniel D. Snyder Daniel D. Snyder	Director	December 7, 2005

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

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 Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Caroline M. Price Caroline M. Price	President and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)	December 7, 2005
/s/ Kathryn A. Premo Kathryn A. Premo	Treasurer and Director	December 7, 2005
/s/ Gordon W. Stewart Gordon W. Stewart	Director	December 7, 2005
/s/ Vernon A. Stewart Vernon A. Stewart	Director	December 7, 2005
/s/ Mark R. Tolland Mark R. Tolland	Director	December 7, 2005

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

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 Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Steven F. Gentry Steven F. Gentry	President and Director (Principal Executive Officer)	December 7, 2005
/s/ Daniel A. Fawley Daniel A. Fawley	Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 7, 2005
/s/ Guy M. Blynn Guy M. Blynn	Director	December 7, 2005
/s/ Randel S. Springer Randel S. Springer	Director	December 7, 2005

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

R. J. Reynolds Tobacco Co.

By:  /s/ Armando Cabrera Baez

Name: Armando Cabrera Baez

Title: President and General Manager

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Armando Cabrera Baez Armando Cabrera Baez	President and General Manager (Principal Executive Officer)	December 7, 2005
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer)	December 7, 2005
/s/ Angel L. Soto Angel L. Soto	Comptroller (Principal Accounting Officer)	December 7, 2005
/s/ John A. Scarritt John A. Scarritt	Director	December 7, 2005

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

RJR Packaging, LLC

By:  /s/ Charles A. Blixt

Name: Charles A. Blixt

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Charles A. Blixt Charles A. Blixt	President (Principal Executive Officer)	December 7, 2005
/s/ Daniel A. Fawley Daniel A. Fawley	Vice President and Treasurer (Principal Financial Officer and Principal Accounting Officer)	December 7, 2005
R. J. Reynolds Tobacco Company By: /s/ Daniel A. Fawley Name: Daniel A. Fawley Title: Senior Vice President and Treasurer	Sole Member	December 7, 2005
/s/ Susan M. Ivey Susan M. Ivey	Director of Sole Member	December 7, 2005

II-24

Signature	Title	Date
/s/ Lynn J. Beasley Lynn J. Beasley	Director of Sole Member	December 7, 2005
/s/ James V. Maguire James V. Maguire	Director of Sole Member	December 7, 2005
/s/ Daniel D. Snyder Daniel D. Snyder	Director of Sole Member	December 7, 2005

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 City of Winston-Salem, State of North Carolina, on December 7, 2005.

RJR Acquisition Corp.

By:  /s/ Charles A. Blixt

Name: Charles A. Blixt

Title: President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Charles A. Blixt and McDara P. Folan, III, and each of them with full power to act without the other, as his or her true and lawful attorney-in-fact and agent, 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, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment, and (iv) take any and all actions which may be necessary or appropriate in connection therewith, granting unto said attorneys-in-fact and agents, or either of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Charles A. Blixt Charles A. Blixt	President (Principal Executive Officer)	December 7, 2005
/s/ Caroline M. Price Caroline M. Price	Vice President, Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)	December 7, 2005
/s/ McDara P. Folan, III McDara P. Folan, III	Director	December 7, 2005
/s/ Kathryn A. Premo Kathryn A. Premo	Director	December 7, 2005

II-26

EXHIBIT INDEX

Exhibit No.			Description of Document
	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.
	3	.4	Amended and Restated Bylaws of R.J. Reynolds Tobacco Holdings, Inc.
	3	.5	Amended and Restated Certificate of Incorporation of RJR Acquisition Corp.
	3	.6	Bylaws of RJR Acquisition Corp.
	3	.7	Amended and Restated Articles of Incorporation of R.J. Reynolds Tobacco Company.
	3	.8	Amended and Restated Bylaws of R.J. Reynolds Tobacco Company.
	3	.9	Certificate of Incorporation of R.J. Reynolds Tobacco Co. (formerly R.J. Reynolds Company), as amended.
	3	.10	By-Laws of R.J. Reynolds Tobacco Co. (formerly R.J. Reynolds Company).
	3	.11	Certificate of Formation of RJR Packaging, LLC.
	3	.12	RJR Packaging, LLC Operating Agreement.
	3	.13	Certificate of Incorporation of FHS, Inc.
	3	.14	Bylaws of FHS, Inc.
	3	.15	Articles of Incorporation of GMB, Inc. (formerly Interim, Inc.), as amended.
	3	.16	Bylaws of GMB, Inc. (formerly Interim, Inc.)
	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 (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, to the Amended and Restated Indenture dated as of July 24, 1995, between RJR Nabisco, Inc. and The Bank of New York, as successor 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	Second Supplemental Indenture and Waiver dated as of April 27, 1999, between RJR Nabisco, Inc. and The Bank of New York, to the Amended and Restated Indenture dated as of May 18, 1992, between RJR Nabisco, Inc. and The Bank of New York, as successor trustee, as amended by the Form of First Supplemental Indenture and Waiver thereto dated as of June 2, 1995 (incorporated by reference to Exhibit 10.4 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-A filed May 19, 1999).
	4	.5	Indenture dated as of May 15, 1999, among RJR Nabisco, Inc., R.J. Reynolds Tobacco Company and 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	.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, 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, 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, as Trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R.J. Reynolds Tobacco Company and 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, as Trustee, to the Indenture dated May 15, 1999, among RJR Nabisco, Inc., R.J. Reynolds Tobacco Company and 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, 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, as trustee (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s From 8-K dated July 11, 2005).
	4	.10	Form of Note for the 61/2% Note due 2007 (incorporated by reference to Exhibit 4.1 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 15, 2002).
	4	.11	Form of Note for the 71/4% Note due 2012 (incorporated by reference to Exhibit 4.2 to R.J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated May 15, 2002).
	4	.12	Guarantee dated as of May 18, 1999, by R.J. Reynolds Tobacco Company to the holders and 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, 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	.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 (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, 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, 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, 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 (incorporated by reference to Exhibit 4.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	4	.16	Form of 6.500% Secured Note due 2010 of R.J. Reynolds Tobacco Holdings, Inc. (Regulation S) (incorporated by reference to Exhibit 4.1 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	4	.17	Form of 7.300% Secured Note due 2015 of R.J. Reynolds Tobacco Holdings, Inc. (Regulation S) (incorporated by reference to Exhibit 4.2 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	4	.18	Form of 7.300% Secured Note due 2015 of R.J. Reynolds Tobacco Holdings, Inc. (Rule 144A) (incorporated by reference to 4.3 to Reynolds American Inc.’s Form 8-K dated July 6, 2005).
	4	.19	Form of new 6.500% Secured Note due 2010 of R.J. Reynolds Tobacco Holdings, Inc.
	4	.20	Form of new 7.300% Secured Note due 2015 of R.J. Reynolds Tobacco Holdings, Inc.
	5	.1	Opinion of Kilpatrick Stockton LLP, including consent, regarding the validity of securities being registered.
	10	.1	Third Amended and Restated Credit Agreement, dated as of July 30, 2004, among Reynolds American Inc., R.J. Reynolds Tobacco Holdings, Inc. and the lending institutions listed and to be listed from time to time on Annex I thereto (incorporated by reference to Exhibit 10.6 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).

Exhibit No.			Description of Document
	10	.2	Fourth Amended and Restated Subsidiary Guaranty, by R. J. Reynolds Tobacco Company, RJR Acquisition Corp., GMB, Inc., FHS, Inc., R. J. Reynolds Tobacco Co., RJR Packaging, LLC and BWT Brands, Inc. to the creditors defined therein, issued in connection with the Third Amended and Restated Credit Agreement dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc. and the lending institutions listed and to be listed from time to time on Annex I thereto (incorporated by reference to Exhibit 10.7 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.3	Amended and Restated Security Agreement, dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc., various subsidiaries of Reynolds American Inc. and JPMorgan Chase Bank, as Collateral Agent (incorporated by reference to Exhibit 10.8 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.4	Amended and Restated Pledge Agreement, dated as of July 30, 2004, among Reynolds American Inc., R. J. Reynolds Tobacco Holdings, Inc., various subsidiaries of Reynolds American Inc. and JPMorgan Chase Bank, as Collateral Agent (incorporated by reference to Exhibit 10.9 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.5	Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Davie County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (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 June 30, 2003, filed August 8, 2003).
	10	.6	First Amendment to Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Davie County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.12 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.7	Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Forsyth County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.5 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).
	10	.8	First Amendment to Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Forsyth County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.13 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.9	Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Stokes County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.6 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).
	10	.10	First Amendment to Deed of Trust, Security Agreement, Assignment of Leases, Rents and Profits, Financing Statement and Fixture Filing (Stokes County) made by R. J. Reynolds Tobacco Company, as the Trustor, to The Fidelity Company, as Trustee, and JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Beneficiary (incorporated by reference to Exhibit 10.14 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.11	Mortgage, Security Agreement, Assignment of Leases, Rents and Rights, Financing Statement and Fixture Filing (South Carolina), made by R. J. Reynolds Tobacco Company, as the Mortgagor, to JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Mortgagee (incorporated by reference to Exhibit 10.10 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).

Exhibit No.			Description of Document
	10	.12	Deed to Secure Debt, Security Agreement and Assignment of Leases, Rents and Rights (Georgia), made by R. J. Reynolds Tobacco Company, as the Grantor, to JPMorgan Chase Bank, as Administrative Agent and Collateral Agent for various lending institutions, as the Grantee (incorporated by reference to Exhibit 10.11 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.13	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	.14	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	.15	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	.16	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	.17	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	.18	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	.19	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	.20	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	.21	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	.22	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	.23	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	.24	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	.25	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).

Exhibit No.			Description of Document
	10	.26	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	.27	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	.28	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	.29	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	.30	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	.31	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	.32	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	.33	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	.34	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	.35	Reynolds American Inc. Outside Directors’ Benefit Summary (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K, dated November 30, 2005).
	10	.36	Amended and Restated Equity Incentive Award Plan for Directors of Reynolds American Inc., referred to as the EIAP (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated February 1, 2005).
	10	.37	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	.38	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	.39	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).

Exhibit No.			Description of Document
	10	.40	Form of Stock Option Agreement (Annual) between R. J. Reynolds Tobacco Holdings, Inc. and the Director named therein, pursuant to the EIAP, dated as of June 15, 1999 (incorporated by reference to Exhibit 10.11 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	.41	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	.42	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	.43	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	.44	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	.45	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	.46	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 year ended December 31, 2002, filed March 3, 2003).
	10	.47	Form of Restricted Stock Agreement dated July 31, 2003, 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 September 30, 2003, filed November 7, 2003).
	10	.48	Form of Performance Unit Agreement (three-year vesting) dated July 31, 2003, between R. J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (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 September 30, 2003, filed November 7, 2003).
	10	.49	Form of Performance Unit Agreement (one-year vesting) dated February 4, 2004, between R. J. Reynolds Tobacco Holdings, Inc. and the grantee named therein (incorporated by reference to Exhibit 10.52 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 5, 2004).
	10	.50	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	.51	Form of Amendment No. 1 to Performance Unit Agreement dated October 7, 2004, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.3 to Reynolds American Inc.’s Form 8-K dated October 7, 2004).
	10	.52	Performance Unit Agreement dated October 7, 2004, between Reynolds American Inc. and Susan M. Ivey (incorporated by reference to Exhibit 10.2 to Reynolds American Inc.’s Form 8-K dated October 7, 2004).
	10	.53	Form of Performance Unit Agreement (one-year vesting) dated February 2, 2005, between Reynolds American Inc. and the grantee named therein (incorporated by reference to Exhibit 10.53 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	.54	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	.55	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	.56	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 RAI’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004, filed November 5, 2004).
	10	.57	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	.58	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	.59	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	.60	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	.61	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	.62	Excess Benefit Master Trust Agreement, as amended and restated as of October 12, 1988, by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A. (incorporated by reference to Exhibit 10.21 to R. J. Reynolds Tobacco Holdings, Inc.’s Registration Statement on Form S-4 of RJR Holdings Corp. and RJR Holdings Group, Inc., Registration No. 33-27894, filed April 5, 1989, as amended).
	10	.63	Amendment No. 1 to Excess Benefit Master Trust Agreement dated January 27, 1989, by and between RJR Nabisco, Inc. and Wachovia Bank and Trust Company, N.A. (incorporated by reference to Exhibit 10(h)(ii) to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 1988, filed March 9, 1989).
	10	.64	Second Amendment to Excess Benefit Master Trust Agreement, dated as of October 3, 2003, by and between R. J. Reynolds Tobacco Company, as successor to RJR Nabisco, Inc., and Wachovia Bank, N.A. (incorporated by reference to Exhibit 10.57 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 5, 2004).
	10	.65	R. J. Reynolds Supplemental Executive Retirement Plan, as amended and restated on January 1, 2004 (incorporated by reference to Exhibit 10.58 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 5, 2004).
	10	.66	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	.67	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	.68	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).

Exhibit No.			Description of Document
	10	.69	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	.70	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	.71	First Amendment to Credit Agreement, amending the Third Amended and Restated Credit Agreement, dated as of July 30, 2004 (incorporated by reference to Exhibit 10.1 to Reynolds American Inc.’s Form 8-K dated April 22, 2005).
	10	.72	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	.73	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	.74	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	.75	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	.76	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	.77	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	.80	Business Combination Agreement, dated as of October 27, 2003, by and between R. J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 99.2 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated October 29, 2003).
	10	.81	Amendment No. 1, dated as of January 9, 2004, to the Business Combination Agreement dated as of October 27, 2003, by and between R. J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 2.2 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 5, 2004).
	10	.82	Amendment No. 2, dated as of June 15, 2004, to the Business Combination Agreement, dated as of October 27, 2003, as amended, by and between R. J. Reynolds Tobacco Holdings, Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 2.3 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.83	Amendment to Business Combination Agreement and Disclosure Schedule, dated July 30, 2004, by Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.), and accepted and agreed to by R. J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 2.4 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	10	.84	Joinder Agreement, dated as of January 9, 2004, among Reynolds American Inc., Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) and R. J. Reynolds Tobacco Holdings, Inc. (incorporated by reference to Exhibit 2.5 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).

Exhibit No.			Description of Document
	10	.85	Lane Stock Purchase Agreement, dated as of October 27, 2003, by and among R. J. Reynolds Tobacco Holdings, Inc., American Cigarette Company Overseas B.V., Cigarette Manufacturers Supplies Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 99.3 to R. J. Reynolds Tobacco Holdings, Inc.’s Form 8-K dated October 29, 2003).
	10	.86	Amendment No. 1, dated as of January 9, 2004, to Lane Stock Purchase Agreement dated as of October 27, 2003, by and among R. J. Reynolds Tobacco Holdings, Inc., American Cigarette Company Overseas B.V., Cigarette Manufacturers Supplies Inc. and Brown & Williamson Tobacco Corporation (n/k/a Brown & Williamson Holdings, Inc.) (incorporated by reference to Exhibit 2.4 to R. J. Reynolds Tobacco Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2003, filed March 5, 2004).
	10	.87	Joinder Agreement, dated as of January 9, 2004, among American Cigarette Company Overseas B.V., Cigarette Manufacturers Supplies, Inc., R. J. Reynolds Tobacco Holdings, Inc. and Reynolds American Inc. (incorporated by reference to Exhibit 2.8 to Reynolds American Inc.’s Form 8-K dated July 30, 2004).
	12	.1	Statement Regarding Computation of Ratio of Earnings to Fixed Charges and Preferred Stock Dividends.
	21	.1	Subsidiaries of Reynolds American Inc. (incorporated by reference to Exhibit 21.1 to Reynolds American Inc.’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed March 9, 2005).
	23	.1	Consent of KPMG LLP.
	23	.2	Consent of Deloitte & Touche LLP.
	23	.3	Consent of Kilpatrick Stockton LLP (included in Exhibit 5.1).
	24	.1	Power of Attorney of the Directors of Reynolds American Inc.
	24	.2	Powers of Attorney of the Registrants other than Reynolds American Inc. (included on signature pages of this Part II).
	25	.1	Form T-1 Statement of Eligibility and Qualification of The Bank of New York as trustee with respect to the new 6.500% Secured Notes due 2010.
	25	.2	Form T-1 Statement of Eligibility and Qualification of The Bank of New York as trustee with respect to the new 7.300% Secured Notes due 2015.
	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-3.3

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

          FIRST: The name of the corporation (the “Corporation”) is “R.J. Reynolds Tobacco Holdings, Inc.”.

          SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware 19808. The name of the registered agent of the Corporation at such 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 (the “DGCL”).

          FOURTH: (a) The total number of shares of stock that the Corporation shall have authority to issue is 2,000 shares, consisting of 1,000 shares of Common Stock, par value $0.01 per share, and 1,000 shares of Preferred Stock, par value $0.01 per share.

          (b) The Board of Directors of the Corporation may, subject to the limitations prescribed by the DGCL and any other applicable law and the provisions of this Certificate of Incorporation, provide for the issuance of shares of Preferred Stock or provide for the issuance of shares of Preferred Stock in one or more series, establish from time to time the number of shares to be included in each such series and fix the designations, voting powers, preferences, rights and qualifications, limitations or restrictions of the shares of Preferred Stock of each such series.

          (c) The Common Stock shall be subject to all the powers, rights, privileges, preferences and priorities of any Preferred Stock as provided herein or in any resolution or resolutions adopted by the Board of Directors of the Corporation pursuant to authority expressly vested in it by the provisions of this Article Fourth.

          FIFTH: Elections of directors need not be by written ballot except and to the extent provided in the bylaws of the Corporation.

          SIXTH: (a) To the fullest extent permitted by the DGCL as it exists or may hereafter be amended, 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 stockholders for monetary damages for breach of duty as a director. No amendment or repeal of this Article Sixth, nor the adoption of any provision to this Certificate of Incorporation inconsistent with this Article Sixth, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption.

          (b) Each person who is or was a director or officer of the Corporation (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding (including an action, suit or proceeding by or in right of the Corporation), whether civil, criminal, administrative or investigative, by reason of the fact that such 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 foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation against liability in any such action, suit or proceeding to the fullest extent permitted by the DGCL as it exists or may hereafter be amended. Expenses incurred in connection with any such action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of any action, suit or proceeding upon receipt of an unsecured written promise by or on behalf of any such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation against such expenses. The right to indemnification conferred in this Article Sixth shall be a contract right.

          (c) The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the DGCL.

          (d) The Corporation shall have power to purchase and maintain insurance, at its expense, 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, partnership, joint venture, trust or other enterprise, against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person in any such capacity and whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

          (e) The rights and authority conferred in this Article Sixth shall not be exclusive of any other right which any person may otherwise have or hereafter acquire under any statute, provision of the Certificate of Incorporation or Bylaws of the Corporation, agreement, vote of stockholders or disinterested directors or otherwise.

          SEVENTH: 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.

          EIGHTH: 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

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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, except as otherwise expressly provided herein, 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 .

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EX-3.4

AMENDED AND RESTATED BYLAWS

OF

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

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,

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 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

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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 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

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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.

     Section 6. Indemnification. If a claim under Section (a) or (b) of Article Sixth of the Corporation’s Amended and Restated Certificate of Incorporation is not paid in full by the Corporation within 60 calendar days after a written claim has been received by the Corporation,

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the person claiming indemnification may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, such claimant shall be entitled to be paid also the expense of prosecuting or defending such suit. In any case, it shall be a defense to such claims that, and the Corporation shall not be obliged to advance any such expense if, the claimant has not met any applicable standard for indemnification set forth in the General Corporate Law of the State of Delaware or the Corporation’s Amended and Restated Certificate of Incorporation. The Corporation shall not advance any such expenses to a claimant, unless the Corporation has previously received from such claimant an undertaking to repay the amount of such expenses in the event it is determined such claimant was not entitled to indemnification. A determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) to the effect that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct or that the claimant has not met such applicable standard of conduct, or the failure by the Corporation to make any such determination, shall not create a presumption that the claimant has or has not met the applicable standard of conduct or be a defense to such suit.

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-3.5

EX-3.6

EX-3.7

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

R. J. REYNOLDS TOBACCO COMPANY

     Article 1. The name of the corporation is R. J. Reynolds Tobacco Company (the “Corporation”).

     Article 2. The total number of shares that the Corporation shall have authority to issue is 1,000 shares of common stock, $0.01 par value per share.

     Article 3. The street and mailing address of the registered office of the Corporation in the State of North Carolina is 327 Hillsborough Street, City of Raleigh, County of Wake, North Carolina 27603. The name of its registered agent at such address is Corporation Service Company.

     Article 4. The street and mailing address of the Corporation’s principal office is 401 North Main Street, Winston-Salem, North Carolina 27102-2990.

     Article 5. The name and address of the sole incorporator are Jonathan J. Katz, Cravath, Swaine & Moore LLP, Worldwide Plaza, 825 Eighth Avenue, New York, New York 10019.

     Article 6. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the North Carolina Business Corporation Act (“NCBCA”) as the same exists or may hereafter be amended.

     Article 7. (1) The business and affairs of the Corporation shall be managed by or under the direction of the 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 these Articles of Incorporation directed or required to be exercised or done by the shareholders. Officers of the Corporation shall be elected by, or in the manner approved by, the Board of Directors in accordance with the Bylaws.

     (2) Each member of the Board of Directors shall have one vote on all matters presented to the Board of Directors. The Board of Directors may act by the unanimous written consent of the directors in lieu of a meeting.

     Article 8. One-third of the total number of directors then in office shall be present at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law, the Corporation’s Bylaws or these Articles of Incorporation. In the absence of a quorum for any such meeting, a majority of the directors

present at any such meeting may adjourn such meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken.

     Article 9. (1) To the fullest extent permitted by the NCBCA as it exists or may hereafter be amended, 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. No amendment or repeal of this Article 9, nor the adoption of any provision to these Articles of Incorporation inconsistent with this Article 9, shall eliminate or reduce the protection granted herein with respect to any matter that occurred prior to such amendment, repeal or adoption.

     (2) Each person who is or was a director or officer of the Corporation (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in any threatened, pending or completed action, suit or proceeding (including an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, by reason of the fact that such 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 foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, shall be indemnified by the Corporation against liability in any such action, suit or proceeding to the fullest extent permitted by the NCBCA as it exists or may hereafter be amended. Expenses incurred in connection with any such action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of any action, suit or proceeding upon receipt of an unsecured written promise by or on behalf of any such person to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Corporation against such expenses. The right to indemnification conferred in this Article 9 shall be a contract right.

     (3) The Corporation may, by action of its Board of Directors, provide indemnification to such of the employees and agents of the Corporation to such extent and to such effect as the Board of Directors shall determine to be appropriate and authorized by the NCBCA.

     (4) The Corporation shall have power to purchase and maintain insurance, at its expense, 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, partnership, joint venture, trust or other enterprise, against any expense, liability or loss incurred by such person in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person in any such capacity and whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the NCBCA.

     (5) The rights and authority conferred in this Article 9 shall not be exclusive of any other right which any person may otherwise have or hereafter acquire under any statute, provision of the Articles of Incorporation or Bylaws of the Corporation, agreement, vote of shareholders or disinterested directors or otherwise.

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     (6) The rights granted herein shall not be limited by the provisions contained in Section 55-8-52 of the NCBCA or any successor statute.

     (7) Neither the amendment nor repeal of this Article 9, nor the adoption of any provision of these Articles of Incorporation or the Bylaws of the Corporation, nor, to the fullest extent permitted by the NCBCA, any modification of law, shall eliminate or reduce the effect of this Article 9 in respect of any acts or omissions occurring prior to such amendment, repeal, adoption or modification.

     Article 10. Pursuant to the authority provided in Sections 55-9-05 and 55-9A-09 of the North Carolina Business Corporation Act, the provisions of Article 9 and Article 9A of the North Carolina Business Corporation Act entitled “The North Carolina Shareholder Protection Act” and “The North Carolina Control Share Acquisition Act,” respectively, shall not be applicable to the Corporation.

     Article 11. To the extent permitted by the North Carolina Business Corporation Act, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without the consent of all of the shareholders and without prior notice if consents in writing, delivered to the corporation for inclusion in the minutes or filing in the corporate records, setting forth the action so taken and bearing the date of signatures, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote thereon were present and voted. Notwithstanding anything herein to the contrary, an action to elect directors without a meeting is effective only if all the shareholders entitled to vote thereon deliver a signed consent to take action without a meeting. A shareholder’s consent to action taken without meeting may be by electronic mail or in any other electronic form and delivered by electronic means. Except as expressly set forth in the these Articles of Incorporation or the Bylaws, if shareholder approval is obtained by action without meeting for (i) an amendment to the Articles of Incorporation, (ii) a plan of merger or share exchange, (iii) a plan of conversion, (iv) the sale, lease, exchange or other disposition of all, or substantially all, of the Corporation’s property, or (v) a proposal for dissolution, the corporation shall not be required to give any shareholder notice of the proposed action at any time before the action is taken.

***

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EX-3.8

AMENDED AND RESTATED BYLAWS

OF

R. J. REYNOLDS TOBACCO COMPANY

ARTICLE I

Meetings of Shareholders; Shareholders’ Consent in Lieu of Meeting

          SECTION 1.01. Annual Meeting. The annual meeting of the shareholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held annually at such date, time and place, either within or without the State of North Carolina, as shall be fixed by the Board of Directors (the “Board”) or the Chairman of the Board and designated in the notice or waiver of notice thereof, except that no annual meeting need be held if all actions, including the election of directors, required by the North Carolina Business Corporation Act to be taken at an annual meeting of shareholders are taken by written consent in lieu of meeting pursuant to Section 1.03 hereof.

          SECTION 1.02. Special Meetings. A special meeting of the shareholders for any purpose or purposes may be called by the Board, the Chairman of the Board, the President or the Secretary or a shareholder or shareholders holding of record at least a majority of the shares of common stock of the corporation issued and outstanding, such meeting to be held at such place, date and hour as shall be designated in the notice or waiver of notice thereof.

          SECTION 1.03. Shareholders’ Consent in Lieu of Meeting. To the extent permitted by the North Carolina Business Corporation Act, any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without the consent of all of the shareholders and without prior notice if consents in writing, delivered to the corporation for inclusion in the minutes or filing in the corporate records, setting forth the action so taken and bearing the date of signatures, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote thereon were present and voted. Notwithstanding anything herein to the contrary, an action to elect directors without a meeting is effective only if all the shareholders entitled to vote thereon deliver a signed consent to take action without a meeting. A shareholder’s consent to action taken without meeting may be by electronic mail or in any other electronic form and delivered by electronic means. Except as expressly set forth in the Articles of Incorporation or these Bylaws, if shareholder approval is obtained by action without meeting for (i) an amendment to the Articles of Incorporation, (ii) a plan of merger or share exchange, (iii) a plan of conversion, (iv) the sale, lease, exchange or other disposition of all, or substantially all, of the corporation’s property, or (v) a proposal for dissolution, the corporation shall not be required to give any shareholder notice of the proposed action at any time before the action is taken.

Bylaws of R. J. Reynolds Tobacco Company as of July 30, 2004.
Formerly known as Brown & Williamson U.S.A., Inc.

          SECTION 1.04. Notice of Meetings. Written or printed notice stating the place, date and time of a meeting of shareholders shall be delivered not less than 10 nor more than 60 days before the date of any such meeting of shareholders, either in person, by electronic means or by mail or private carrier, by or at the direction of the Chairman of the Board, the President, the Secretary or other person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his or her address as it appears on the record of the shareholders of the corporation, with postage thereon prepaid. In the case of a special meeting of shareholders, the notice of meeting shall specifically state the purpose or purposes for which the meeting is called. In the case of an annual or substitute annual meeting of shareholders, the notice of meeting need not specifically state the business to be transacted unless such a statement is required by the North Carolina Business Corporation Act. When an annual or special meeting of shareholders is adjourned to a different date, time or place, it is not necessary to give any notice of the adjourned meeting other than by announcement at the meeting at which the adjournment is taken; provided, however, that, if a new record date for the adjourned meeting is or must be set, notice of the adjourned meeting must be given to persons who are shareholders as of the new record date.

          SECTION 1.05. Quorum, Adjourned Meetings. The holders of a majority of the shares outstanding and entitled to vote shall constitute a quorum for the transaction of business at any annual or special meeting of shareholders. If a quorum is not present at a meeting, those present shall adjourn to such day as they shall agree upon by majority vote of those present. Notice of any adjourned meeting need not be given if the time and place thereof are announced at the meeting at which the adjournment is taken. At adjourned meetings at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed. If a quorum is present, the shareholders may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

          SECTION 1.06. Waiver of Notice. A shareholder may waive notice of any meeting either before or after such meeting. Such waiver shall be in writing, signed by the shareholder and filed with the minutes or corporate records. A shareholder’s attendance at a meeting of shareholders shall serve as a waiver of (i) any objection to lack of notice or defective notice of the meeting, unless the shareholder objects at the beginning of the meeting to holding the meeting or transacting business at the meeting, and (ii) any objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

          SECTION 1.07. Voting of Shares. Each shareholder of the corporation entitled to vote at a meeting of shareholders or entitled to express consent in writing to the corporate action without a meeting shall have one vote in person or by proxy for each share of stock having voting rights held by such shareholder. All questions at a meeting shall be decided by a majority vote of the number of shares entitled to vote represented at the meeting at the time of the vote except where otherwise required by statute, the Articles of Incorporation or these Bylaws. Any action to be taken by written consent without a meeting may be taken 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 in which all shares entitled to vote thereon were present and voted. For the election of

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directors, the persons receiving the largest number of votes (up to and including the number of directors to be elected) shall be directors. Shares of the corporation are not entitled to vote if (i) they are owned, directly or indirectly, by the corporation, unless they are held by it in a fiduciary capacity, (ii) they are owned, directly or indirectly, by a second corporation in which the corporation owns a majority of the shares entitled to vote for directors or (iii) (A) they are redeemable shares, (B) notice of redemption has been given, and (C) a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders of such shares the redemption price upon surrender of the shares.

          SECTION 1.08. Cumulative Voting. The shareholders of the corporation shall have no right to cumulate their votes for the election of directors.

ARTICLE II

Board of Directors

          SECTION 2.01. General Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board, 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 Articles of Incorporation directed or required to be exercised or done by the shareholders.

          SECTION 2.02. Number; Term of Office. The number of directors that shall constitute the whole Board (the “whole Board”) shall be at least two and no greater than five, as fixed from time to time by a vote of a majority of the directors then in office. Directors need not be shareholders. Directors need not be citizens or residents of the United States. Each director shall hold office until his or her successor is elected and qualified or until his or her earlier death or resignation or removal in the manner hereinafter provided. The initial number of directors shall be two.

          SECTION 2.03. Resignation, Removal and Vacancies. (a) Any director may resign at any time by giving written notice of his resignation to the Board, the President or the Secretary. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt thereof, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     (b) Any director or the whole Board may be removed, with or without cause, at any meeting of the shareholders or at any time by written consent of the shareholders pursuant to Section 1.03 hereof, in each case upon the vote or written consent of the holders of a majority of shares then entitled to vote at an election of directors.

     (c) Vacancies in the Board and newly created directorships resulting from any increase in the authorized number of directors may be filled by (i) a majority of the directors then in office, although less than a quorum, or by a sole remaining director or (ii) the shareholders. Each director so elected shall serve until his or her successor is elected by the shareholders at the next annual meeting or at a special meeting earlier called for that purpose.

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          SECTION 2.04. Meetings. (a) Regular Meetings. A regular meeting of the Board shall be held immediately after, and at the same place as, the annual meeting of the shareholders. In addition, the Board may provide, by resolution, the date, time and place, either within or without the State of North Carolina, for the holding of additional regular meetings.

     (b) Special Meetings. Special meetings of the Board may be called by or at the request of the President, the Secretary or any director. Such meetings may be held either within or without the State of North Carolina, as fixed by the person or persons calling the meeting.

     (c) Notice of Meetings. Regular meetings of the Board may be held without notice. The person or persons calling a special meeting of the Board shall, at least two days before the meeting, give notice of the meeting by any usual means of communication, including in person, by electronic means or by mail or private carrier. Such notice may be oral and need not specify the purpose for which the meeting is called. Notwithstanding the foregoing, attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except when the director 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. A written waiver of notice, signed by the director entitled thereto, whether before or after the time of the meeting stated therein, shall be deemed equivalent to notice.

     (d) Organization. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:

     (i) the Chairman of the Board,

     (ii) the President, or

     (iii) any director chosen by a majority of the directors present.

The Secretary or, in the case of his absence, any person whom the chairman of the meeting shall appoint (who shall be an Assistant Secretary, if an Assistant Secretary is present) shall act as Secretary of such meeting and keep the minutes thereof.

          SECTION 2.05. Directors’ Consent in Lieu of Meeting. Action that may be taken at a meeting of the Board may be taken without a meeting if all members of the Board consent thereto in writing and the writing describes the action to be taken and is included in the minutes or filed with the corporate records. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date.

          SECTION 2.06. Action by Means of Conference Telephone or Similar Communications Equipment. Any one or more members of the Board may participate in a meeting of the Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear and communicate to each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

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          SECTION 2.07. Committees of the Board. The Board may create an executive committee and other committees of the Board, each of which shall have at least two members, all of whom shall be directors. The creation of a committee and the appointment of members to it must be approved by a majority of all the directors in office when the action is taken. Each committee may, as specified by the Board, exercise some or all of the authority of the Board, except that a committee may not (i) authorize distributions, (ii) approve or propose to shareholders action that the North Carolina Business Corporation Act requires be approved by shareholders, (iii) fill vacancies on the Board or on any of its committees, (iv) amend the Articles of Incorporation pursuant to N.C. Gen. Stat. § 55-8-52 or its successor, (v) adopt, amend or repeal the Bylaws, (vi) approve a plan of merger not requiring shareholder approval, (vii) authorize or approve a reacquisition of shares, except according to a formula or method prescribed by the Board, or (viii) authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the Board may authorize a committee to do so within limits specifically prescribed by the Board. The other provisions of this Article II that govern meetings of the Board shall likewise apply to meetings of any committee of the Board.

          SECTION 2.08. Compensation. The Board may compensate directors for their services as directors and may provide for the payment of all expenses incurred by directors in attending regular and special meetings of the Board or in performing their functions or fulfilling their duties as directors.

          SECTION 2.09. Presumption of Assent. A director who is present at a meeting of the Board or a committee of the Board when corporate action is taken is deemed to have assented to the action unless (i) he objects at the beginning of the meeting, or promptly upon his arrival, to holding the meeting or transacting business at the meeting, (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting, or (iii) he files written notice of his dissent or abstention with the presiding officer of the meeting before its adjournment or with the corporation immediately after adjournment of the meeting. Such right of dissent or abstention is not available to a director who votes in favor of the action taken.

ARTICLE III

Officers

          SECTION 3.01. Description and Terms. The officers of the corporation shall be the Chairman, the Chief Executive Officer, the President, a Treasurer and a Secretary, who shall have the duty, among other things, to record the proceedings of the meetings of shareholders and directors in a book kept for that purpose, and such other additional officers with such titles as the Board shall determine, all of whom shall be chosen by and serve at the pleasure of the Board; provided that the Chief Executive Officer may appoint Senior Vice Presidents, Vice Presidents or Assistant Officers at his or her discretion. Subject to such limitations as may be imposed by the Board, the Chief Executive Officer shall have full executive power and authority with respect to the corporation. The President, if separate from the Chief Executive Officer, shall have such powers and authority as the Chief Executive Officer may determine. If the Chief Executive Officer is absent or incapacitated, the Board or any committee designated by the Board for such purpose shall determine the person who shall have all the power and authority of the Chief

5

Executive Officer. Other officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board. The authority, duties or responsibilities of any officer of the corporation may be suspended by the Chief Executive Officer with or without cause. Any officer may be removed by the Board with or without cause. Subject to such limitations as the Board and the North Carolina Business Corporation Act may provide, each officer may further delegate to any other officer or any employee or agent of the corporation such portions of his or her authority as the officer shall deem appropriate, subject to such limitations as the officer shall specify, and may revoke such authority at any time.

          SECTION 3.02. Compensation. The officers, agents and employees of the corporation shall receive such compensation for their services as may be determined from time to time by the Board or as shall be set forth in a written agreement approved by the Board.

ARTICLE IV

Contracts; Checks; Drafts; Bank Accounts; etc.

          SECTION 4.01. Execution of Documents. Except as set forth in Section 3.01 hereof, the Board shall designate the officers, employees and agents of the corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the corporation and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or agents of the corporation, and, unless so designated or expressly authorized by these Bylaws, no officer or agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

          SECTION 4.02. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation or otherwise as the Board or Treasurer or any other officer of the corporation shall select.

ARTICLE V

Shares and Their Transfer; Fixing Record Date

          SECTION 5.01. Certificates for Shares. Shares may, but need not, be represented by certificates. If certificates are issued, they shall be in such form as the Board shall determine; provided, however, that, at a minimum, each certificate shall state on its face (i) the name of the corporation and that the corporation is organized under the laws of the State of North Carolina, (ii) the name of the person to whom the certificate is issued and (iii) the number and class of shares and the designation of the series, if any, that the certificate represents. If the corporation issues certificates for shares of preferred stock, (i) the designations, relative rights, preferences and limitations applicable to that class, and the variations in rights, preferences and limitations for each series within that class, and the authority of the Board to determine variations for future series, must be summarized on the front or back of each certificate or (ii) each certificate shall state

6

conspicuously on its front or back that the corporation will furnish the shareholder such information in writing and without charge. Such certificates shall be signed, either manually or in facsimile, by the President or any Vice President and by the Secretary or any Assistant Secretary. Such certificates shall be consecutively numbered or otherwise identified, and the name and address of the persons to whom they are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.

          SECTION 5.02. Record. A record (the “stock record”) in one or more counterparts shall be kept of the name of the person, firm or corporation owning the shares represented by each certificate for stock of the corporation issued, the number of shares represented by each such certificate, the date thereof and, in the case of cancelation, the date of cancelation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock record of the corporation shall be deemed the owner thereof for all purposes as regards the corporation.

          SECTION 5.03. Issuance of Stock. The Board is authorized to cause to be issued stock of the corporation up to the full amount authorized by the Articles of Incorporation in such amounts and for such consideration as may be determined by the Board.

          SECTION 5.04. Addresses of Shareholders. Each shareholder shall designate to the Secretary an address at which notices of meetings and all other corporate notices may be served or mailed to him or her. If any shareholder shall fail to designate such address, corporate notices may be served upon such shareholder by mail directed to him or her at his or her post office address, if any, as the same appears on the share record books of the corporation or at his or her last known post office address.

          SECTION 5.05. Lost, Destroyed and Mutilated Certificates. The Board or a committee designated thereby with power so to act may, in its discretion, cause to be issued a new certificate or certificates for stock of the corporation in place of any certificate issued by it and reported to have been lost, destroyed or mutilated, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board or such committee may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representative to give the corporation a bond in such sum and with such surety or sureties as it may direct to indemnify the corporation against any claim that may be made against it on account of the alleged loss or destruction of any such certificate.

          SECTION 5.06. Regulations. The Board may make such rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer and registration of certificates for stock of the corporation.

          SECTION 5.07. Fixing Date for Determination of Shareholders of Record. For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, to demand a special meeting of shareholders, to vote, to take any other action, to receive payment or for any other purpose, the Board may fix in advance a date as the record date for any such determination of shareholders, such record date in any case to be not more than 70 days and, in case of a meeting of shareholders, not less than 10 days before the date on which the particular action

7

requiring such determination of shareholders is to be taken. When a determination of shareholders entitled to notice of or to vote at any meeting of shareholders has been made as provided in this Section 5.07, such determination shall apply to any adjournment of such meeting unless the Board fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

ARTICLE VI

Miscellaneous

          SECTION 6.01. Seal. The Board shall have no corporate seal, unless otherwise determined by the Board.

          SECTION 6.02. Amendments. Any Bylaw (including this Bylaw) may be adopted, amended or repealed by the Board in any manner not inconsistent with the laws of the State of North Carolina or the Articles of Incorporation.

          SECTION 6.03. Severability. Should any provision of these Bylaws become ineffective or be declared to be invalid for any reason, such provision shall be severable from the remainder of these Bylaws and all other provisions of these Bylaws shall continue to be in full force and effect.

          SECTION 6.04. Distributions. The Board may from time to time declare, and the corporation may make, distributions on its outstanding shares in the manner and subject to the terms and conditions provided by the North Carolina Business Corporation Act and the Articles of Incorporation.

          SECTION 6.05. Indemnification. If a claim under Section 1 or 2 of Article 9 of the Corporation’s Articles of Incorporation is not paid in full by the Corporation within 60 calendar days after a written claim has been received by the Corporation, the person claiming indemnification may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, such claimant shall be entitled to be paid also the expense of prosecuting or defending such suit. In any case, it shall be a defense to such claims that, and the Corporation shall not be obliged to advance any such expense if, the claimant has not met any applicable standard for indemnification set forth in the North Carolina Business Corporation Act or the Corporation’s Articles of Incorporation. The Corporation shall not advance any such expenses to a claimant, unless the Corporation has previously received from such claimant an undertaking to repay the amount of such expenses in the event it is determined such claimant was not entitled to indemnification. A determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) to the effect that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct or that the claimant has not met such applicable standard of conduct, or the failure by the Corporation to make any such determination, shall not create a presumption that the claimant has or has not met the applicable standard of conduct or be a defense to such suit.

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EX-3.9

CERTIFICATE OF INCORPORATION

OF

R. J. REYNOLDS COMPANY

- 2 -

CERTIFICATE OP INCORPORATION

OF

R. J. REYNOLDS COMPANY

     I, THE UNDERSIGNED, in order to form a corporation for the purposes hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, and the Acts amendatory thereof and supplementary thereto, do hereby certify as follows:

     FIRST: The name of the Corporation (which is hereinafter referred to as “the Company”) is R. J. Reynolds Company.

     SECOND: The address of the Company’s registered office in the State of Delaware is 100 West 10th Street, City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

     THIRD: The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

     FOURTH: The total number of shares which the Company shall have authority to issue is 1,000 shares of Common Stock without par value.

     Each share of Common Stock shall be entitled to participate equally in every dividend and in every distribution of the assets of the Company,

- 3 -

whether upon any partial or complete liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or otherwise.

     FIFTH: The name and mailing address of the incorporator is: Henry C. Roemer, c/o R. J. Reynolds Tobacco Company, 401 N. Main Street, Winston-Salem, North Carolina 27102.

     SIXTH: The names and mailing addresses of the persons who are to serve as directors until the first annual meeting of stockholders or until their successors are elected and qualify are as follows:

Name	Mailing Address
John Hernandez	C/o R. J. Reynolds Tobacco Company, 401 N. Main Street, Winston-Salem, North Carolina 27102
Carl Matthews	“
Harry E. Richmiller	“
Henry C. Roemer	“
Gonzalo Sifre	The Tenth Floor, Hato Rey Building,
	255 Ponce de Leon Avenue, San Juan
	(Hato Rey), Puerto Rico

     SEVENTH: The election of directors of the Company need not be by written ballot unless the By-Laws so require.

     EIGHTH: Any director may be removed at any time, either with or without cause, and his place filled, by the affirmative vote of the holders of a majority of the stock of the Company at that time entitled to vote for directors.

- 4 -

     NINTH: In furtherance and not in limitation of the powers conferred by law, and in addition to the powers which may be conferred by the By-Laws, the Board of Directors is expressly authorized to make, alter or repeal the By-Laws of the Company.

     TENTH: The Company may keep its books (except such as are required by the laws of the State of Delaware to be kept in Delaware) within or without the State of Delaware or at such place or places as may from time to time be designated by the Board of Directors.

     ELEVENTH: The Company hereby reserves the right to alter or repeal any provisions contained in this Certificate of Incorporation in the manner now or hereafter prescribed by the laws of the State of Delaware and all rights conferred on stockholders herein are granted subject to this reservation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal this 29th day of July, 1969.

/s/ Henry C. Roemer

Henry C. Roemer

- 5 -

STATE OF NORTH CAROLINA	)
	) ss.:
COUNTY OF FORSYTH	)

     BE IT REMEMBERED that on the 29th day of July, 1969 personally came before me, Sarah F. Shuping, a Notary Public in and for the State and County aforesaid, HENRY C. ROEMER, party to the foregoing Certificate of Incorporation, known to me personally to be such, and acknowledged said Certificate of Incorporation to be his act and deed and that the facts stated therein are true.

     Given under my hand and seal of office the day and year aforesaid.

          /s/ Sarah F. Shuping

           Notary Public

My Commission Expires October 26, 1969

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

AFTER RECEIPT OF PAYMENT FOR STOCK

OF

R. J. REYNOLDS COMPANY

     R. J. REYNOLDS CCMPANY, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST: That Article FIRST of the Certificate of Incorporation be and it hereby is amended to read as follows:

     FIRST: The name of the Corporation (which is hereinafter referred to as the “Company”) is R. J. REYNOLDS TOBACCO COMPANY.

     SECOND: That the amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

     IN WITNESS WHEREOF, said R. J. Reynolds Company has caused its corporate seal to be hereunto affixed and this Certificate to he signed

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by Jack Africk, its President and attested by H. C. Roemer, its Secretary, this 31st day of December, 1970.

R. J. REYNOLDS COMPANY
By:	/s/ Jack Africk
	Jack Africk, President

/s/ H. C. Roemer

H. C. Roemer, Secretary

STATE OF NORTH CAROLINA	)
	) ss.
COUNTY OF FORSYTH	)

     BE IT REMEMBERED that on this 31st day of December  , 1970 personally came before me, a Notary Public in and for the County and State aforesaid, Jack Africk, President of R. J. Reynolds Company, a corporation of the State of Delaware, and he duly executed the foregoing Certificate before me and acknowledged the Certificate to be his act and deed and the act and deed of the corporation and that the facts stated therein are true; and that the seal affixed to said Certificate and attested by the Secretary of the corporation is the common or corporate seal of the corporation.

     IN WITNESS WHEREOF, I have hereunto set my hand and seal of office the day and year first above written.

     /s/ Sarah F. Shuping

      Notary Public

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

It is hereby certified that:

1. The name of the corporation (hereinafter called the “corporation”) is

R. J. REYNOLDS TOBACCO COMPANY

2.	The registered office of the corporation within the State of Delaware is hereby changed to 32 Loockerman Square, Suite L-100, City of Dover 19901, County of Kent.
3.	The registered agent of the corporation within the State of Delaware is hereby changed to The Prentice-Hall Corporation System, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.
4.	The corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on July 1, 1990.	/s/ David M. Blyth
	David M. Blyth – President

Attest:

/s/ Peter J. Van Every

Peter J. Van Every – Assistant Secretary

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

R.J. REYNOLDS TOBACCO COMPANY

* * * *

Pursuant to Section 242 of the General

Corporation Law of the State of Delaware

* * * *

     R.J. Reynolds Tobacco Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), DOES HEREBY CERTIFY:

     FIRST: Article I of to Certificate of Incorporation be, and hereby is, amended to read as follows:

     “1. The now of the Corporation is R.J. Reynolds Tobacco Co.”

     IN WITNESS HEREOF, the Corporation has caused this Certificate to be signed by its Assistant Treasurer, this 23^rd day of December, 1998.

R.J. REYNOLDS TOBACCO COMPANY
By:	/s/ J. Thomas Pearson
	J. Thomas Pearson
	Assistant Treasurer

EX-3.10

BY-LAWS

OF

R. J. REYNOLDS COMPANY

(Incorporated under the Laws of Delaware)

ARTICLE I

Offices

     Section 1. Registered Office in Delaware. The registered office of R. J. Reynolds Company (hereinafter called the “Company”) in the State of Delaware shall be in the City of Dover, County of Kent, and the registered agent in charge thereof shall be The Prentice-Hall Corporation System, Inc., 32 Loockerman Square, Suite L-100, Dover, Delaware.

     Section 2. Other Offices. The Company may have a principal or other office or offices in San Juan, Puerto Rico, or at such place or places, as the Board of Directors may from time to time determine or as shall be necessary or appropriate for the conduct of business of the Company.

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ARTICLE II

Meetings of Stockholders

     Section 1. Place of Meetings. The annual meeting of the stockholders for the election of Directors and other purposes shall be held at the office of the Company in the City of San Juan, Puerto Rico, or at such place or places as the Board of Directors may from time to time determine and other meetings of the stockholders may be held at such place or places, within or without the State of Delaware, as shall be fixed by the Board of Directors and stated in the notice thereof.

     Section 2. Annual Meetings. The annual meeting of stockholders for the election of Directors and the transaction of such other business as may come before the meeting shall be held in 1970 and each year thereafter on the first Tuesday in May at 10:00 A. M. If this date shall fall upon a legal holiday, the meeting shall be held on the next day not a legal holiday.

     Section 3. Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called by the President or by order of the Board of Directors and shall be called by the President or the Secretary upon the written request of stockholders holding of record at least 25% of the outstanding shares of

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stock of the Company entitled to vote at such meeting. Such written request shall state the purpose or purposes for which such meeting is to be called.

     Section 4. Notice of Meetings. Except as otherwise expressly required by law, notice of each meeting of stockholders, whether annual or special, shall be given at least 10 days before the date on which the meeting is to be held to each stockholder of record entitled to vote thereat by delivering a notice thereof to him personally, or by mailing such notice in a postage prepaid envelope directed to him at his address as it appears on the books of the Company, unless he shall have filed with the Secretary a written request that notices intended for him be directed to another address, in which case such notice shall be directed to him at the address designated in such request. Such notice shall state the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders shall not be required to be given to any stockholder who shall attend such meeting in person or by proxy; and if any stockholder shall in person, or by attorney thereunto authorized, in writing (or by telegraph, cable or wireless and confirmed in writing) waive notice of any meeting of the stockholders, whether prior to or after such meeting, notice thereof need not be given to him. Notice of any adjourned meeting of the stockholders shall not be required to be given except where expressly required by law.

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     Section 5. List of Stockholders. It shall be the duty of the Secretary or other officer of the Company who shall have charge of the stock ledger to prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in his name. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the 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 list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required as aforesaid, or the books of the Company, or to vote in person or by proxy at any meeting of stockholders.

     Section 6. Quorum. At each meeting of the stockholders the holders of record of a majority of the issued and outstanding shares of stock of the Company entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business except where otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the absence of a

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quorum, any officer entitled to preside at or act as secretary of such meeting shall have the power to adjourn the meeting from time to time until a quorum shall be constituted. At any such adjourned meeting at which a quorum shall be present any business may be transacted which might have been transacted at the meeting as originally called, but only those stockholders entitled to vote at the meeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof.

     Section 7. Voting. At every meeting of stockholders each holder of record of issued and outstanding stock of the Company entitled to vote at such meeting shall be entitled to one vote in person or by proxy for each share of stock entitled to vote held by such stockholder, but no proxy shall be voted after three years from its date unless the proxy provides for a longer period, and, except where the transfer books of the Company have been closed or a date has been fixed as the record date for the determination of stockholders entitled to vote, no share of stock shall be voted on at any election of Directors which shall have been transferred on the books of the Company within 20 days next preceding such election of Directors. Shares of its own capital stock belonging to the Company directly or indirectly shall not be voted upon directly or indirectly. At all meetings of the stockholders, a quorum being present, all matters shall be decided by majority vote of the shares of stock entitled to vote held by stockholders present in person or by proxy, except as

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otherwise required by the Certificate of Incorporation or By-Laws. Unless demanded by a stockholder of the Company present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so directed by the chairman of the meeting or required by law, the vote thereat on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy if there be such proxy, and shall state the number of shares voted by him.

     Section 8. Action Without Meeting. Whenever the vote of the stockholders at a meeting thereof is required or permitted to be taken for or in connection with any action, the meeting and vote of the stockholders may be dispensed with if all of the stockholders who would have been entitled to vote upon such action if such meeting were held shall consent in writing to such action being taken.

ARTICLE III

Board of Directors

     Section 1. General Powers. The property, business and affairs of the Company shall be managed by the Board of Directors, except as may be otherwise provided by law or the Certificate of Incorporation.

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     Section 2. Number and Term of Office. The number of directors shall be at least two but no more than five. Directors need not be stockholders. Each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

     Section 3. Quorum and Manner of Acting. Unless otherwise provided by law the presence of the one-third of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of directors, a quorum being present, all matters shall be decided by the affirmative vote of a majority of the directors present except as otherwise required by law.

     Section 4. Place of Meetings, etc. The Board of Directors may hold its meetings in San Juan, Puerto Rico, or at such place or places as the Board of Directors may from time to time determine. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Company as they may deem proper and which are not inconsistent with law or the Certificate of Incorporation or these By-Laws.

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     Section 5. Annual Meeting. Promptly after each annual meeting of stockholders for the election of directors the Board of Directors shall meet for the purpose of organization, the election of officers and the transaction of other business at the place where such annual meeting of stockholders is held. Notice of such meeting need not be given. Such meeting may be held at any other time or place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a waiver of notice thereof signed by all of the Directors.

     Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors. After there has been such determination and notice thereof has been once given to each member of the Board of Directors regular meetings at such time and place may be held without further notice being given.

     Section 7. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or by a majority of the Directors. Notice of each such meeting shall be mailed to each Director, addressed to him at his residence or usual place of business, at least 2 days before the day on which the meeting is to be held, or shall be sent to him at such place by telegraph, cable, radio or wireless, or be delivered personally or by telephone, not

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later than the day before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and the purpose or purposes thereof. Notice of any meeting of the Board of Directors need not be given to any Director, however, if waived by him in writing (or by telegram, cable, radio or wireless and confirmed in writing) whether before or after such meeting to be held, or if he shall be present at such meeting. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all the Directors then in office shall be present thereat.

     Section 8. Resignation. Any director may resign at any time by giving written notice to the President or the Secretary. The resignation of any director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 9. Removal. Any Director may be removed at any time, and his place filled, as provided in the Certificate of Incorporation.

     Section 10. Vacancies. The vacancies (unless the vacancy be caused by the removal of a director) and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

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     Section 11. Compensation of Directors. The directors shall be entitled to be reimbursed for any expenses paid by them on account of attendance at any regular or special meeting of the Board of Directors, and the Board may provide that the Company shall pay each Director such compensation for his services as may be fixed by resolution of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Company or any subsidiary thereof in any other capacity and receiving compensation therefor.

     Section 12. Committees. The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more directors of the Company, which to the extent provided in the resolution shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors when required. A majority of all the members of any such committee may fix its rules of procedure, determine its action and fix the time and place, whether within or without the State of Delaware, of its

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meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise by resolution provide. The Board of Directors shall have power to change the membership of any such committee at any time, to fill vacancies therein and to discharge any such committee, either with or without cause, at any time. Each member of any such committee shall be paid such fee, if any, as shall be fixed by the Board of Directors for each meeting of such committee which he shall attend and, in addition, such transportation and other expenses actually incurred by him in going to the meeting of such committee and returning therefrom as the Board of Directors shall approve.

     Section 13. Action Without Meeting. 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 prior to such action 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 is filed with the minutes of proceedings of the Board or committee.

ARTICLE IV

Officers

     Section 1. Number. The principal officers of the Company shall be a President, a Treasurer and a Secretary. The Company may also have, at the

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discretion of the Board of Directors, a Chairman of the Board and one or more Vice Presidents. None of the officers except the Chairman of the Board and the President need be directors. One person may hold the offices and perform the duties of any two or more of said offices, except the offices and duties of President and Vice President or of President and Secretary.

     Section 2. Election and Term of Office. The principal officers of the Company shall be chosen annually by the Board of Directors at the annual meeting thereof. Each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

     Section 3. Subordinate Officers. In addition to the principal officers enumerated in Section 1 hereof, the Company may have one or more Assistant Treasurers, one or more Assistant Secretaries and such other officers, agents and employees as the Board of Directors may deem necessary, each of whom shall hold office for such period, have such authority, and perform such duties as the Board or the President may from time to time determine. The Board of Directors may delegate to any principal officer the power to appoint and to remove any such agents or employees.

     Section 4. Removal. Any officer may be removed, either with or without cause, at any time, by resolution adopted by the Board of Directors at any

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regular meeting or at any special meeting of the Board called for the purpose at which a quorum is present.

     Section 5. Resignations. Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

     Section 6. Vacancies. A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these By-Laws for election or appointment to such office for such term.

     Section 7. Chairman of the Board. If there shall be a Chairman of the Board, he shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may from time to time be assigned to him by the Board of Directors or prescribed by these By-Laws.

     Section 8. President. The President shall be the chief executive officer of the Company and as such shall have general supervision of the affairs of the Company, subject to the control of the Board of Directors. He shall preside at all meetings of stockholders and, if there be no Chairman of the Board, at all

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meetings of the Board of Directors. He may enter into any contract or execute and deliver any instrument in the name and on behalf of the Company, except in cases in which the authority to enter into such contract or execute and deliver such instrument, as the case may be, shall be otherwise expressly delegated. In general, he shall perform all duties incident to the office of President, as herein defined, and all such other duties as from time to time may be assigned to him by the Board of Directors.

     Section 9. Vice Presidents. The Vice Presidents in the order of their seniority, unless otherwise 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. The Vice Presidents shall perform such other duties and have such other powers as the President or the Board of Directors may from time to time prescribe.

     Section 10. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Company and shall deposit all such funds in the name of the Company in such banks or other depositaries as shall be selected by the Board of Directors. He shall exhibit at all reasonable times his books of account and records to any of the Directors upon application during business hours at the office of the Company where such books

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and records shall be kept; when requested by the Board of Directors shall render a statement of the condition of the finances of the Company at any meeting of the Board or at the annual meeting of the stockholders; shall receive, and give receipt for, moneys due and payable to the Company from any source whatsoever; and in general shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or the Board of Directors. The Treasurer shall give such bond for the faithful discharge of his duties as the Board of Directors may require.

     Section 11. Secretary. The Secretary, if present, shall act as Secretary at all meetings of the Board of Directors and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; shall see that all notices required to be given by the Company are duly given and served; shall have charge of the stock records of the Company; shall see that all reports, statements and other documents required by law are properly kept and filed; and in general shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board of Directors.

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          Section 12. Salaries. The salaries of the officers and of the Chairman of the Board, if any, shall be fixed from time to time by the Board of Directors.

ARTICLE V

Shares and Their Transfer

          Section 1. Certificates for Stock. Every stockholder of the Company shall be entitled to a certificate or certificates, to be in such form as the Board of Directors shall prescribe, certifying the number of shares of the capital stock of the Company owned by him.

          Section 2. Stock Certificate Signature. The certificates for stock shall be numbered in the order in which they are issued and shall be signed by, or in the name of the Company by, the President or any Vice President and the Secretary or the Treasurer.

     If any such certificate is countersigned (1) by a transfer agent other than the Company or its employee, or, (2) by a registrar other than the Company or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or

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registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

     Section 3. Stock Ledger. A record shall be kept by the Secretary or by any other officer, employee or agent designated by the Board of Directors of the name of the person, firm, or corporation holding the stock represented by such certificates, the number of shares represented by such certificates, respectively, and the respective dates thereof, and in case of cancellation the respective dates of cancellation.

     Section 4. Cancellation. Every certificate surrendered to the Company for exchange or transfer shall be cancelled, and no new certificate or certificates shall be issued in exchange for any existing certificate (other than pursuant to Section 6 of this Article) until such existing certificate shall have been so canceled.

     Section 5. Transfers of Stock. Transfers of stock shall be made on the books of the Company only by direction of the person named in the certificate or his attorney, lawfully constituted in writing, and only upon the surrender of the certificate therefor and a written assignment of the shares evidenced thereby, which shall be canceled before the new certificate is issued. The Company shall be

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entitled to treat the holder of record of any share of stock as the owner thereof, to receive dividends, to vote as such owner, and to be held liable for calls and assessments, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by law.

     Section 6. Mutilated, Destroyed, Lost or Stolen Certificate. In case any certificate for shares of the capital stock of the Company shall become mutilated or be destroyed, lost or stolen, the Company, in the case of a mutilated certificate shall, and in the case of a destroyed, lost or stolen certificate in the discretion of the Board of Directors may, issue a new certificate or certificates in substitution for the certificate so mutilated, destroyed, lost or stolen. The applicant for a substituted certificate or certificates shall, if required by the Board of Directors, furnish to the Company a bond sufficient to indemnify the Company against any claim or claims that may be made against it on account of the mutilated, destroyed, lost or stolen certificate or the issuance of such new certificate or certificates and in case of destruction, loss or theft the applicant shall also, if required by the Board of Directors, furnish to the Company evidence satisfactory to the Board of Directors of the destruction, loss or theft of such certificate and of the ownership thereof.

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     Section 7. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of Incorporation or these By-Laws, concerning the issue, transfer and registration of certificates for shares of the stock of the Company. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures of any of them.

     Section 8. Fixing Date for Determination of Stockholders of Record. In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or 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, 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.

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ARTICLE VI

Miscellaneous Provisions

     Section 1. Corporate Seal. The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the name of the Company and the words and figures showing that it was incorporated in the State of Delaware in the year 1969. The Secretary shall be the custodian of the seal. The Board of Directors may authorize a duplicate seal or seals to be kept and used by any other officer or officers.

     Section 2. Fiscal Year. The fiscal year of the Company shall end at the close of business on the 31st day of December in each year.

     Section 3. Voting of Stocks Owned by the Company. The Chairman of the Board, if any, the President, any Vice President, the Secretary or the Treasurer are authorized in behalf of the Company to attend, vote and grant proxies to be used at any meeting of stockholders of any corporation 6 in which the Company may hold stock. The Board of Directors may confer like authority upon any other person or persons.

     Section 4. Dividends. The Board of Directors may, out of funds legally available therefor at any regular or special meeting, declare dividends upon the capital stock of the Company as and when they deem expedient. Before

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declaring any dividend there may be set apart out of funds of the Company available for dividends such sum or sums as the Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Directors shall deem conducive to the interests of the Company.

     Section 5. Checks, Drafts and Other Instruments. All notes, drafts, checks, acceptances, orders for the payment of money and all other negotiable instruments obligating the Company for the payment of money shall, unless otherwise .provided by the Board of Directors, be signed by the President, any Vice President, the Secretary, the Treasurer or any Assistant Treasurer.

ARTICLE VII

Amendments

     The By-Laws of the Company may be altered or repealed either by the affirmative vote of a majority of the stock issued and outstanding and entitled to vote in respect thereof and represented in person or by proxy at any annual or special meeting of the stockholders, provided that notice of the proposal so to alter or repeal or to make such By-Laws be included in the notice of such meeting, or by the affirmative vote of a majority of the Directors then in office given at any regular or special meeting of the Board of Directors, provided that notice of the proposal so

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to alter or repeal or make such By-Laws be included in the notice of any special meeting of the Board of Directors. No change of the time or place of the meeting for the election of Directors shall be made within sixty days next before the day on which such meeting is to be held, and, in case of any change of such time or place, notice thereof shall be given to each stockholder in person or by letter mailed to his last known post office address at least twenty days before the meeting is held. By-Laws, whether made or altered by the stockholders or by the Board of Directors, shall be subject to alteration or repeal by the stockholders as in this Article VII above provided.

EX-3.11

CERTIFICATE OF FORMATION

RJR PACKAGING LLC

     This Certificate of Formation of RJR Packaging LLC (the “Company”) has been duly executed and is being duly filed by the undersigned, as an authorized person, to form a limited liability company in the State of Delaware under the Delaware Limited Liability Company Act.

     FIRST: The name of the limited liability company is RJR Packaging LLC.

     SECOND: The address of the registered office of the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.

     THIRD: The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation on April 23, 2003.

     /s/ McDara P. Folan, III

McDara P. Folan, III

Authorized Person

EX-3.12

RJR PACKAGING, LLC

OPERATING AGREEMENT

     This Operating Agreement (this “Agreement”) is made and entered into effective as of the date specified on the signature page hereto, by R. J. Reynolds Tobacco Company, a New Jersey corporation (“Holding Co.” or the “Member”), in connection with the ownership and management of RJR Packaging, LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Act (defined below).

RECITAL

     The Company was formed as a Delaware limited liability company by the filing of a certificate of formation with the Secretary of State of the State of Delaware (the “Certificate of Formation”).

     NOW, THEREFORE, the Member, as the sole member of the Company, hereby adopts the following as the Company’s “limited liability company agreement,” as that term is used in the Act.

I. DEFINED TERMS; RULES OF CONSTRUCTION

     1.1 Definitions. As used in this Agreement, the following terms will have the meanings indicated below:

     “Act” means the Delaware Limited Liability Company Act of 1992, and any successor statute, as the same may be amended from time to time.

     “Affiliate” means, with respect to any Person, (i) any Person, directly or indirectly, controlling, controlled by or under common control with such Person, (ii) any executive officer, director or general partner of such Person, or (iii) any Person who is an executive officer, director, general partner, or trustee of any Person described in clauses (i) and (ii) of this sentence. For the purpose of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or agency or otherwise.

     “Agreement” has the meaning set forth in the first paragraph.

     “Bankruptcy” means, with respect to any Person, a Voluntary Bankruptcy or an Involuntary Bankruptcy. A “Voluntary Bankruptcy” means, with respect to any Person, (i) (a) the inability of such Person generally to pay its debts as such debts become due, (b) the failure of such Person generally to pay its debts as such debts become due, or (c) an admission in writing by such Person of its inability to pay its debts generally or a general assignment by such Person for the benefit of creditors; (ii) the filing of any petition or answer by such Person seeking to adjudicate it bankrupt or insolvent, or seeking any liquidation, winding up, reorganization,

arrangement, adjustment, protection, relief, or composition of itself or its debts under any Law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking, consenting to, or acquiescing in the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property; or (iii) any corporate action taken by such Person to authorize any of the actions set forth above. An “Involuntary Bankruptcy” means, with respect to any Person, without the consent or acquiescence of such Person, the entering of an order for relief or approving a petition for relief or reorganization or any other petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or other similar relief under any present or future bankruptcy, insolvency or similar statute, law or regulation, or the filing of any such petition against such Person which petition shall not be dismissed or stayed within 60 days, or, without the consent or acquiescence of such Person, the entering of an order appointing a trustee, custodian, receiver or liquidator of such Person or of all or any substantial part of the assets of such Person which order shall not be dismissed or stayed within 60 days.

     “Business Day” means a day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed.

     “Certificate of Formation” has the meaning set forth in the recital of this Agreement.

     “Code” means the United States Internal Revenue Code of 1986, as amended, and the Treasury rules and regulations thereunder.

     “Company” has the meaning set forth in the first paragraph of this Agreement.

     “Company Liquidating Event” means any of the following events:

(i) The Bankruptcy of the Company;

(ii) The election of the Member to dissolve, wind up or liquidate the Company; and

(iii) The happening of any event that makes it unlawful or impossible to carry on the business of the Company, or the Delaware Court of Chancery has entered a final decree pursuant to Section 18-802 of the Act.

For the avoidance of doubt, the occurrence of any event described in Section 18-801(4) of the Act with respect to the Member will not be a Company Liquidating Event.

     “GAAP” means United States generally accepted accounting principles as in effect from time to time.

     “Holding Co.” has the meaning set forth in the first paragraph of this Agreement.

     “Involuntary Bankruptcy” has the meaning set forth in the definition of Bankruptcy.

     “Law” means any law, treaty, directive, statute, rule, regulation, ordinance, order, directive, code, interpretation, judgment, decree, injunction, writ, determination, award, permit,

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license, authorization, direction, requirement or decision of or agreement with or by any government or governmental department, commission, board, court, authority, agency, official or officer having jurisdiction of the matter in question.

     “Member” has the meaning set forth in the first paragraph of this Agreement.

     “Member Interest” means an interest in the Company described in Section 3.2 of the Agreement.

     “Person” means any individual, partnership (whether general or limited), corporation, limited liability company, trust, estate, association, custodian, nominee or other entity, or a government or any political subdivision or agency thereof.

     “Voluntary Bankruptcy” has the meaning set forth in the definition of Bankruptcy.

     1.2 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” mean “to but excluding.”

     1.3 Accounting Terms. All accounting terms not specifically defined herein will be construed in accordance with GAAP applied consistently, except to the extent otherwise specified in the terms hereof.

     1.4 Use of Certain Terms. Unless the context of this Agreement requires otherwise, the plural includes the singular, the singular includes the plural, and “including” has the inclusive meaning of including without limitation.” The words “hereof,” “herein,” “hereby,” “hereunder” and other similar terms of this Agreement refer to this Agreement as a whole and not exclusively to any particular provision of this Agreement. All pronouns and any variations thereof will be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

     1.5 Headings and References. Section and other headings are for reference only, and will not affect the interpretation or meaning of any provision of this Agreement. Unless otherwise provided, references to Articles and Sections will be deemed references to Articles and Sections of this Agreement. References in this Agreement and any other agreements are as the same may be modified, amended, restated or supplemented from time to time pursuant to the provisions hereof or thereof. A reference to any law will mean that law as it may be amended, modified or supplemented from time to time, and any successor law. A reference to a Person includes the successors and assigns of such Person, but such reference will not increase, decrease or otherwise modify in any way the provisions in this Agreement governing the assignment of rights and obligations under or the binding effect of any provision of this Agreement.

II. ORGANIZATIONAL MATTERS

     2.1 Formation. The formation of the Company as a Delaware limited liability company under the Act and all actions taken by the Person who executed and filed the Certificate of Formation are hereby adopted and ratified, such Person being an “authorized person” within the meaning of the Act. The affairs of the Company and the conduct of its business will be

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governed by the terms and be subject to the conditions set forth in this Agreement, as amended from time to time. The Member is hereby authorized and directed to file any and all necessary amendments to the Certificate of Formation in the Office of the Secretary of State of the State of Delaware and any other documents as may be required or appropriate under the Act or the Laws of any jurisdiction in which the Company may conduct business or own property.

     2.2 Members. Effective as of the date on the signature page hereto, R. J. Reynolds Tobacco Company is hereby admitted as the single and sole member of the Company and will be shown as such on the books and records of the Company.

     2.3 Additional Members. Except as expressly permitted by this Agreement, no other Person will be admitted as a member of the Company, and no additional interests in the Company will be issued, without the written approval of the Member and the amendment and restatement of this Agreement.

     2.4 Name. The name of the Company is RJR Packaging, LLC. All business of the Company will be conducted in such name.

     2.5 Powers. Subject to any limitations set forth in the Certificate of Formation and this Agreement, the Company will possess and may exercise all of the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the permitted business purposes or activities of the Company.

     2.6 Purposes. The purposes of the Company are to engage in such activities and to exercise such powers permitted of limited liability companies under the Act.

     2.7 Office. The registered office of the Company in the State of Delaware is located at Corporation Service Company, 2711 Centerville Road, Suite 400; Wilmington, Delaware 19808. The Member may establish the principal place of business of the Company; provided that such location is within a state that permits the qualification as a foreign limited liability company of a limited liability company organized under the laws of the State of Delaware, and the Company duly qualifies to do business under the applicable laws of such state.

     2.8 Term. The term of the Company commenced on the date as of which the Certificate of Formation described in Section 18-201 of the Act was filed in the office of the Secretary of State of the State of Delaware in accordance with the Act, and will continue until its business is completed following a Company Liquidating Event, as provided in Section 8.

     2.9 Fiscal Year. The fiscal year of the Company for financial statements and U.S. federal income tax purposes will be the same and will, except as otherwise required in accordance with the Code, end on December 31 of each year.

     2.10 Amendments to Certificate of Formation. The Member is hereby designated as an “authorized person,” within the meaning of the Act, to execute, deliver and file any amendments, restatements, corrections or certificates of cancellation of the Company’s Certificate of Formation, all in accordance with the provisions of this Agreement.

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     2.11 Agent for Service of Process. The registered agent for service of process on the Company in the State of Delaware will be Corporation Service Company, 2711 Centerville Road, Suite 400; Wilmington, Delaware 19808 or any successor as appointed by the Member at any time.

     2.12 Cancellation Certificates. Upon the happening of any event specified in Section 18-203 of the Act with respect to the Company, the Member will promptly execute and cause to be filed certificates of cancellation in accordance with the Act and the Laws of any other states or other jurisdictions in which the Member deems such filing necessary or advisable.

     2.13 Liability to Third Parties. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and the Member will not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company.

     2.14 Certificated Interests. Any Member Interests in the Company shall be (a) represented by a certificate setting forth the Member’s interest in the Company, rounded up to the nearest whole numbers and (b) a “Security” within the meaning of, and shall be governed by, Article 8 of the Uniform Commercial Code as in effect in the State of Delaware.

III. MEMBERS

     3.1 Rights of the Member. The Member will have the rights and obligations provided in this Agreement and, to the extent consistent with this Agreement, the Act.

     3.2 Member Interests. There will be one class of Member Interests in the Company, consisting of one-hundred (100) certificated membership interests.

IV. MANAGEMENT

     4.1 Management of the Company. (a) The management of the Company will be vested in the Member and such officers as the Member may designate from time to time.

     (b) Authority of the Member. The Member, and any officers designated by the Member, will have the authority on behalf and in the name of the Company to perform all acts necessary and desirable to the purposes of the Company (including but not limited to opening bank or other accounts and effecting the purchase and sale of capital stock) subject only to any restrictions expressly set forth in this Agreement and the Certificate of Formation.

     4.2 Reliance by Third Parties. Persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Member set forth in this Agreement.

     4.3 Books and Records. The Member will cause the Company to comply with all of the obligations of the Company set forth in Section 7.

     4.4 Certain Limitations on Duties and Obligations of the Member. In performing its obligations under this Agreement, except for actions taken or not taken in contravention of the non-discretionary terms and provisions of this Agreement, none of the Member, or any partner,

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member, director, officer, employee or agent of the Member acting for or on behalf of the Member, will have any liability to the Company as a result of any action taken or not taken in managing or conducting the business of the Company.

     4.5 Maintenance of Company. Until the occurrence of a Company Liquidating Event, the Member will take all actions which in its reasonable discretion it determines to be necessary or appropriate (i) for the continuation of the Company as a valid limited liability company under the Act and as a limited liability company under the laws of each other jurisdiction in which such existence is necessary, (x) to protect the limited liability of the Member, and (y) to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes, in accordance with the provisions of this Agreement and applicable Law.

V. COMPANY CAPITAL

     5.1 Initial Capital Contribution. (a) Contribution by the Member. The Member has contributed the packaging business of the Member to the Company in accordance with the Assignment and Assumption Agreement attached as Exhibit A hereto.

     (b) Exclusivity. Except as provided in this Section and as provided by Section 18-607 or 18-804 of the Act, the Member will not have any obligation at any time to make additional capital contributions to or assume or pay liabilities of the Company.

     5.2 No Withdrawal of Capital. The Member will not demand or, except as otherwise provided in Sections 6 or 8 or elsewhere in this Agreement, receive a return of its capital contributions.

     5.3 Additional Capital Contributions. The Member may, but will be under no obligation to, make additional capital contributions.

     (a) No payment by the Member or any Affiliate of the Member of an expense of the Company or attributable to the Company will be deemed a capital contribution to the Company but, instead, will be reimbursable by the Company to the Member or such Affiliate as the case may be.

     5.4 Advances from the Member. Advances by the Member to the Company will not be deemed capital contributions to the Company.

VI. DISTRIBUTIONS AND ALLOCATIONS

     6.1 Distributions. The Company will only make or pay such distributions as may be approved from time to time by the Member.

     6.2 Profits and Losses. All profits and losses of the Company will be allocated to the Member.

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VII. ACCOUNTING; BOOKS AND RECORDS; REPORTS

     7.1 Accounting; Books and Records. Maintenance. The Company will maintain its own separate books of account which will include a record of all costs and expenses incurred, all charges made, all credits made and received, and all income derived in connection with the conduct of the Company and the operation of its business in accordance with this Agreement.

     (a) Accounting Methods. The Company will use the accrual method of accounting in preparation of its annual reports and for tax purposes and will keep its books and records accordingly.

VIII. DISSOLUTION AND WINDING UP

     8.1 Liquidation. (a) The Company Liquidating Events. The Company will dissolve and commence winding up and liquidating upon the occurrence of any Company Liquidating Event.

     (b) Dissolution. The Company will not dissolve prior to the occurrence of any Company Liquidating Event.

     (c) Dissolution Cure Period. Upon the occurrence as to the Member of one of the events set forth in Section 18-801(b) of the Act, the Company will not be dissolved (even if such Member will be the last remaining Member of the Company), provided that within 90 days of the occurrence of such event, the Personal Representative (as defined in the Act) of the Member agrees in writing to continue the Company, and to cause the admission of the nominee or designee thereof to the Company, effective as of the occurrence of the event that terminated the continued membership of the Member.

     8.2 Winding Up. (a) Distribution of Assets. Upon the occurrence of a Company Liquidating Event, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member, and the Member will not take any action with respect to the Company that is inconsistent with the winding up of the Company’s business and affairs. The Member will be responsible for overseeing the winding up and dissolution of the Company, will take full account of the Company’s assets and liabilities, and will cause the Company’s assets or the proceeds from the sale or disposition thereof, to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by Law, in the following order:

(i) first, as provided in Section 18-804(a)(1) of the Act; and

(ii) thereafter, the balance, if any, to the Member.

     (b) Reserves. In the discretion of the Member, a portion (determined in the manner provided below) of the distributions that would otherwise be made to the Member pursuant to Section 8.2(a) may be distributed to a trust established for the benefit of the Member or otherwise set aside in appropriate reserves.

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     8.3 Notice of Dissolution. In accordance with the Act, as soon as possible following the winding up of the Company, the Member will cause to be executed and filed a certificate of cancellation with the Secretary of State of the State of Delaware in such form as is prescribed by the Secretary of state of the State of Delaware.

IX. INDEMNIFICATION

     9.1 Indemnification of the Member. The Company and any receiver or trustee of the Company will indemnify, save harmless, and pay all expenses of the Member, any stockholder, member, partner, beneficiary and other equity holder of the Member and any officers, directors, employees and agents of any of them, for any expenses incurred by reason of any act performed or omitted to be performed by any such Person in connection with the business of the Company.

     9.2 Survival of Indemnification Obligations. All indemnities provided for in this Agreement will survive the transfer of the Member Interest and the liquidation of the Company.

X. MISCELLANEOUS

     10.1 Notices. Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement will be in writing or by facsimile and will be deemed to have been delivered, given and received for all purposes (a) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (b) when the same is actually received (if a Business Day, or if not, on the next succeeding Business Day) if sent either by courier or delivery service or registered or certified mail, postage and charges prepaid, or by facsimile, addressed to such address as such Person may specify simultaneously herewith or thereafter in accordance with this Agreement. Any such notice will be deemed to be delivered, given, and received for all purposes as of the date so delivered, if delivered personally, or otherwise as of the date on which the same was received. Any Person may from time to time specify a different address by notice to the Company and the Member.

     10.2 Severability. Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity or legality of the remainder of this Agreement. The preceding sentence of this Section will be of no force or effect if the consequence of enforcing the remainder of this Agreement without such illegal or invalid term or provision would be to cause the Member to lose the benefit of its economic bargain.

     10.3 Governing Law. The Laws of the State of Delaware, without regard to its conflict of laws principles, will govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the Member.

     10.4 Amendments. No amendment, modification or waiver of this Agreement, or any part hereof, will be valid or effective unless in writing and signed by the Member.

     10.5 Binding Effect. Except as herein otherwise provided to the contrary, this Agreement will be binding upon and inure to the benefit of the Member, and its successors and assigns.

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     10.6 Third Party Beneficiary Rights. This Agreement is made solely and specifically by and for the benefit of the Member, the Company and their respective successors and assigns, subject to the express provisions hereof relating to successors and assigns, and no other Person, individual, corporation or entity, whatsoever, will have any rights, interests or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third party beneficiary or otherwise.

[Remainder of page intentionally left blank.]

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     IN WITNESS WHEREOF, the Member has adopted this Agreement effective as of April 30, 2003.

R. J. REYNOLDS TOBACCO COMPANY,
its Sole Member,
By:	/s/ Lynn L. Lane
	Name: Lynn L. Lane
	Title: SVP and Treasurer

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EX-3.13

EX-3.14

EX-3.15

ARTICLES OF INCORPORATION

OF

INTERIM, INC.

          The undersigned, being an individual, does hereby act as incorporator in adopting the following Articles of Incorporation for the purpose of organizing a corporation for profit, pursuant to the provisions of the North Carolina Business Corporation Act.

          FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is INTERIM, INC.

          SECOND: The number of shares which the corporation is authorized to issue is one hundred, all of which are without par value and are of the same class and are to be Common shares.

          THIRD: The street address of the initial registered office of the corporation in the State of North Carolina is 327 Hillsborough Street, Raleigh, North Carolina 27603. The county in which the said registered office is located is the County of Wake.

          The name of the initial registered agent of the corporation at the said registered office is Corporation Service Company.

          FOURTH: The name and the address of the incorporator are:

NAME	ADDRESS
Delia Taliento	375 Hudson Street, 11th Floor New York, New York 10014

          FIFTH: The purposes for which the corporation is organized, which shall include the authority of the corporation to engage in any lawful business, are as follows:

     To carry on a general mercantile, industrial, investing, and trading business in all its branches; to devise, invent, manufacture, fabricate, assemble, install, service, maintain, alter, buy, sell, import, export, license as licensor or licensee, lease as lessor or lessee, distribute, job, enter into, negotiate, execute, acquire, and assign contracts in respect of, acquire, receive, grant, and assign licensing arrangements, options, franchises, and other rights in respect of, and generally deal in and with, at wholesale and retail, as principal, and as sales, business, special, or general agent, representative, broker, factor, merchant, distributor, jobber, advisor, and in any other lawful capacity, goods, wares, merchandise, commodities, and unimproved, improved, finished, processed, and other real, personal, and mixed property of any and all kinds, together with the

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components, resultants, and by-products thereof; to acquire by purchase or otherwise own, hold, lease, mortgage, sell, or otherwise dispose of, erect, construct, make, alter, enlarge, improve, and to aid or subscribe toward the construction, acquisition, or improvement of any factories, shops, storehouses, buildings, and commercial and retail establishments of every character, including all equipment, fixtures, machinery, implements, and supplies necessary, or incidental to, or connected with, any of the purposes or business of the corporation; and generally to perform any and all acts connected therewith or arising therefrom or incidental thereto, and all acts proper or necessary for the purpose of the business.

     To engage generally in the real estate business as principal, agent, broker, and in any lawful capacity, and generally to take, lease, purchase, or otherwise acquire, and to own, use, hold, sell, convey, exchange, lease, mortgage, work, clear, improve, develop, divide, and otherwise handle, manage, operate, deal in, and dispose of real estate, real property, lands, multiple-dwelling structures, houses, buildings, and other works and any interest or right therein; to take, lease, purchase, or otherwise acquire, and to own, use, bold, sell, convey, exchange, hire, lease, pledge, mortgage, and otherwise handle, and deal in and dispose of, as principal, agent, broker, and in any lawful capacity, such personal property, chattels, chattels real, rights, easements, privileges, chores in action, notes, bonds, mortgages, and securities as may lawfully be acquired, held, or disposed of; and to acquire, purchase, sell, assign, transfer, dispose of, and generally deal in and with, as principal, agent, broker, and in any lawful capacity, mortgages and other interests in real, personal, and mixed properties; to carry on a general construction, contracting, building, and realty management business as principal, agent, representative, contractor, subcontractor, and in any other lawful capacity.

     To apply for, register, obtain, purchase, lease, take licenses in respect of, or otherwise acquire, and to hold, own, use, operate, develop, enjoy, turn to account, grant licenses and immunities in respect of, manufacture under and to introduce, sell, assign, mortgage, pledge, or otherwise dispose of, and, in any manner deal with and contract with reference to:

     (a) inventions, devices, formulae, processes, and any improvements and modifications thereof;

     (b) letters patent, patent rights, patented processes, copyrights, designs, and similar rights, trade-math, trade symbols, and other indications of origin and ownership granted by or recognized under the laws of the United States of America or of any state or subdivision thereof, or of any foreign country or subdivision thereof, and alt rights connected therewith or appertaining thereunto;

     (c) franchises, licenses, grants, and concessions.

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     To have all of the general powers granted to corporations organized ender the North Carolina Business Corporation Act, whether granted by specific statutory authority or by construction of law.

          SIXTH: Each share of the corporation shall entitle the holder thereof to a preemptive right, for a period of thirty days, to subscribe for, purchase, or otherwise acquire any shares of the same class of the corporation or any equity and/or voting shares of any class of the corporation which the corporation proposes to issue or any rights or options which the corporation proposes to grant for the purchase of shares of the same class of the corporation or of equity and/or voting shares of any class of the corporation or for the purchase of any shares, bonds, securities, or obligations of the corporation which are convertible into or exchangeable for, or which carry any rights to subscribe for, purchase, or otherwise acquire unissued shares of the same class of the corporation or equity and/or voting shares of any class of the corporation, whether now or hereafter authorized or created, and whether the proposed issue, reissue, or grant is for cash, property, or any other lawful consideration; and after the expiation of said thirty days, any and all of such shares, rights, options, bonds, securities, or obligations of the corporation may be issued, reissued, or granted by the Board of Directors, as the case may be, to such individuals and entities, and for such lawful consideration, and on such terms, as the Board of Directors in its discretion may determine. As used herein, the terms “equity shares” and “voting shares’ shall mean, respectively, shares which confer unlimited dividend rights and shares which confer unlimited voting rights in the election of one or more directors.

          SEVENTH: The corporation shall, to the fullest meat permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said provisions from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said provisions, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, vote of shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall 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, and administrators of such a person.

          EIGHTH: The personal liability of the directors of the capitation is hereby eliminated to the fullest extent permitted by the provisions of the North Carolina Business Corporation Act, as the same may be amended and supplemented.

          NINTH: The duration of the corporation shall be perpetual.

Signed on May 7, 1996.

   /s/ Delia Taliento

Delia Taliento, Incorporator

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State of North Carolina

Department of the Secretary of State
ARTICLES OF AMENDMENT
BUSINESS CORPORATION

Pursuant to §55-10-06 of the General Statutes of North Carolina, the undersigned corporation hereby submits the following Articles of Amendment for the purpose of amending its Articles of Incorporation:

1.	The name of the corporation is: Interim, Inc.
2.	The text of each amendment adopted is as follows (State below or attach):

     Section FIRST of the Articles of Incorporation shall be amended so that it reads in its entirety as follows: “FIRST: The corporate name for the corporation (hereinafter called the “corporation”) is GMB, Inc.”

3.	If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, if not contained in the amendment itself, are as follows:
4.	The date of adoption of each amendment was as follows: June 6, 1996
5.	(Check either a, b, c, or d, whichever is applicable)

a.	o	The amendment(s) was (were) duly adopted by the incorporators prior to the issuance of shares.
b.	o	The amendment(s) was (were) duly adopted by the board of directors prior to the issuance of shares.
c.	o	The amendment(s) was (were) duly adopted by the board of directors without shareholder action as shareholder action was not required because (set forth a brief explanation of why shareholder action was not required)
d.	þ	The amendment(s) was (were) approved by shareholder action, and such shareholder approval was obtained as required by Chapter 55 of the North Carolina General Statutes.

ARTICLES OF AMENDMENT

Page 2

6. These articles will be effective upon filing, unless a delayed time and date is specified:

This the 6th day of June 1996

Interim, Inc.

Name of Corporation

/s/ Anthony N. Cipicchio

Signature

Type or Print Name and Title

Anthony N. Cipicchio,

Secretary

EX-3.16

BYLAWS

OF

INTERIM, INC.

(a North Carolina corporation)

ARTICLE I

SHAREHOLDERS

          1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the corporation shall set forth thereon the statements prescribed by Section 55-6-25 of the North Carolina Business Corporation Act (“Business Corporation Act”) and by any other applicable provision of law, shall be signed, either manually or in facsimile, by any two of the following officers: the President, a Vice-President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer, or by any two officers designated by the Board of Directors, and may bear the corporate seal or its facsimile. If a person who signed in any capacity, either manually or in facsimile, a share certificate no longer holds office when the certificate is issued, the certificate is nevertheless valid.

          2. FRACTIONAL SHARES OR SCRIP. The corporation may: issue fractions of a share or pay in money the value of fractions of a share; arrange for disposition of fractional shares by the shareholders; and issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share. Each certificate representing scrip must be conspicuously labeled “scrip” and must contain the information required by subsection (b) of Section 55-6-25 of the Business Corporation Act. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them. The Board of Directors may authorize the issuance of scrip subject to any condition considered desirable, including (a) that the scrip will become void if not exchanged for full shares before a specified date; and (b) that the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.

          3. SHARE TRANSFERS. Upon compliance with any provisions restricting the transferability of shares that may be set forth in the articles of incorporation, these Bylaws, or any written agreement in respect thereof, transfers of shares of the corporation shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the

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corporation, or with a^-transfer agent or a registrar and on surrender of the certificate or certificates for such shares properly endorsed and the payment of all taxes thereon, if any. Except as may be otherwise provided by law or these Bylaws, the person in whose name shares stand on the books of the corporation shall be deemed the owner thereof for all purposes as regards the corporation; provided that whenever any transfer of shares shall be made for collateral security, and not absolutely, such fact, if known to the Secretary of the corporation, shall be so expressed in the entry of transfer.

          4. RECORD DATE FOR SHAREHOLDERS. In order to determine the shareholders who are entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote, or to take any other action, the Board of Directors of the corporation may fix a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy days before the meeting or action requiring such determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than one hundred twenty days after the date fixed for the original meeting.

          5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice of a meeting of shareholders or a waiver thereof or to participate or vote thereat or to consent or dissent in writing in lieu of a meeting, as the case may be, the term “share” or “shares” or ‘shareholder” or “shareholders” refers to an outstanding share or shares and to a holder or holders of record of outstanding shares when the corporation is authorized to issue only one class of shares, and said reference is also intended to include any outstanding share or shares and any holder or holders of record of outstanding shares of any class upon which or upon whom the articles of incorporation confer such rights where there are two or more classes or series of shares or upon which or upon whom the Business Corporation Act confers such rights notwithstanding that the articles of incorporation may provide for more than one class or series of shares, one or more of which are limited or denied such rights thereunder.

          6. SHAREHOLDER MEETINGS.

     - TIME. The annual meeting shall be held on the date fixed from time to time by the directors. A special meeting shall be held on the date fixed from time to time by the directors except when the Business Corporation Act confers the right to call a special meeting upon the shareholders.

     - PLACE. Annual meetings and special meetings shall be held at such place in or out of the State of North Carolina as the directors shall from time to time fix.

     - CALL. Annual meetings may be called by the directors or the Chairman of the Board of Directors, if any, the Vice-Chairman of the Board, if any, the President, or the Secretary or by any officer instructed by the directors or the President to call the meeting. Special meetings may be called in like manner.

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     - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation shall notify shareholders of the date, time, and place of each annual and special shareholders’ meeting. Such notice shall be no fewer than ten nor more than sixty days before the meeting date. Unless the Business Corporation Act or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called. Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. Unless the Business Corporation Act or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting. A shareholder may waive any notice required by the Business Corporation Act, the articles of incorporation or the Bylaws before or after the time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. A shareholder’s attendance at a meeting waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before it is voted upon.

     - VOTING LIST FOR MEETING. After fixing a record date for a meeting, the corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. The shareholders’ list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder, or his agent or attorney, is entitled on written demand to inspect and, subject to the requirements of subsection (c) of Section 55-16-02 of the Business Corporation Act, to copy the list, during regular business hours and at his expense, during the period it is available for inspection. The corporation shall make the shareholders’ list available at the meeting, and any shareholder, or his agent, or attorney, is entitled to inspect the list at any time during the meeting or any adjournment.

     - CONDUCT OF MEETING. Meetings of the shareholders shall be presided over by one of the following officers in the order of seniority and if present and acting — the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, a Vice-President, if any, or, if none of the foregoing is in office and present and acting, by a chairman to be chosen by the shareholders. The Secretary of the corporation, or in his absence, an Assistant Secretary, shall act as secretary of every meeting, but, if neither the Secretary nor an Assistant Secretary is present, the chairman of the meeting shall appoint a secretary of the meeting.

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     - PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or otherwise act for him by signing an appointment form, either personally or by his attorney-in-fact. A telegram, telex, facsimile, or other form of wire or wireless communication appearing to have been transmitted by a shareholder, or a photocopy or equivalent reproduction of a writing appointing one or more proxies, shall be deemed a valid appointment form. An appointment of a proxy is effective when received by the Secretary or other officer or agent authorized to tabulate votes. An appointment is valid for eleven months, unless a different period is expressly provided in the appointment form. An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest.

     - SHARES HELD BY NOMINEES. The corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as a shareholder. The extent of this recognition may be determined in the procedure.

     - QUORUM. Unless the articles of incorporation or the Business Corporation Act provides otherwise, a majority of the votes entitled to be cast on a matter by a voting group constitutes a quorum of that voting group for action on that matter, except that, in the absence of a quorum at the opening of any meeting of shareholders, such meeting may be adjourned from time to time by the vote of a majority of the shares voting on the motion to adjourn. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.

     - VOTING. Directors are elected by a plurality of the votes cast by the             shares entitled to vote in the election at a meeting at which a quorum is present. If a quorum exists, action on a matter, other than the election of directors, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action unless the articles of incorporation, a Bylaw adopted by the shareholders, or the Business Corporation Act requires a greater number of affirmative votes.

          7. ACTION WITHOUT MEETING. Any action required or permitted by the provisions of the Business Corporation Act to be taken at a shareholders’ meeting may be taken without a meeting, if one or more written consents are signed by all the shareholders before or after such action, describing the action taken, are delivered to the corporation for inclusion in the minutes or filing with the corporate records. If the Business Corporation Act requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice must contain or be accompanied by the same material that, under the

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Business Corporation Act, would have been required to be sent to nonvoting shareholders in a notice of a meeting at which the proposed action would have been submitted to the shareholders for action.

ARTICLE II

BOARD OF DIRECTORS

          1. FUNCTIONS GENERALLY — COMPENSATION. 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, a Board of Directors. The Board may fix the compensation of directors.

          2. OUALIFICATIONS AND NUMBER. A director need not be a shareholder, a citizen of the United States, or a resident of the State of North Carolina. The initial Board of Directors shall consist of one person, which shall be the number of directors until changed. Thereafter, the number of directors shall not be less than one nor more than five. The number of directors may be fixed or changed from time to time, within such minimum and maximum, by the shareholders or, unless the articles of incorporation or an agreement valid under Section 55-7-31 shall otherwise provide, by the Board of Directors. If not so fixed, the number shall be one. The number of directors shall never be less than one. After shares are issued, only the shareholders may change the range for the size of the Board of Directors or change from a fixed to a variable-range Board or vice versa.

          3. TERMS AND VACANCIES. The terms of the initial directors of the corporation expire at the first shareholders’ meeting at which directors are elected. The terms of all other directors expire at the next annual shareholders’ meeting following their election unless their terms are staggered under Section 55-8-06 of the Business Corporation Act. A decrease in the number of directors does not shorten an incumbent director’s term. The term of a director elected to fill a vacancy expires at the next shareholders’ meeting at which directors are elected. Despite the expiration of a director’s term, the director continues to serve until his successor is elected and qualifies or until there is a decrease in the number of directors. If a vacancy occurs on the Board of Directors, including without limitation, a vacancy resulting from an increase in the number of directors of from the failure by the shareholders to elect the full authorized number of directors, the shareholders or the Board of Directors may fill the vacancy; or if the directors remaining in office constitute fewer than a quorum of the Board of Directors, they may fill the vacancy by the affirmative vote of a majority of all the directors, or by the sole director, remaining in office. If the vacant office was held by a director elected by a voting group of shareholders, only the remaining director or directors elected by that voting group or the holders of shares of that voting group are entitled to fill the vacancy.

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          4. MEETINGS.

     - TIME. Meetings shall be held at such time as the Board shall fix, except that the first meeting of a newly elected Board shall be held as soon after its election as the directors may conveniently assemble.

     - PLACE. The Board of Directors may hold regular or special meetings in or out of the State of North Carolina at such place as shall be fixed by the Board.

     - CALL. No call shall be required for regular meetings for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of the president, or of a majority of the directors in office.

     - NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the Board of Directors may be held without notice of the date, time, place, or purpose of the meeting. Written, or oral, notice of the time and place shall be given for special meetings in sufficient time for the convenient assembly of the directors thereat. The notice of any meeting need not describe the purpose of the meeting. A director may waive any notice required by the Business Corporation Act, the articles of incorporation, or by these Bylaws before or after the date and time stated in the notice. A director’s attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting, or promptly upon his arrival, objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. Except as hereinbefore provided, a waiver shall be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records.

     - QUORUM AND ACTION. A quorum of the Board of Directors consists of a majority of the number of directors prescribed in or fixed in accordance with these Bylaws. If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the Board of Directors. The Board of Directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

     - CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be presided over by the following directors in the order of seniority and if present and acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, the President, or any other director chosen by the Board.

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          5. REMOVAL OF DIRECTORS. The shareholders may remove one or more directors with or without cause pursuant to the provisions of Section 55-8-08 of the Business Corporation Act.

          6. COMMITEES. The Board of Directors may create one or more committees and appoint members of the Board of Directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the Board of Directors. The creation of a committee and the appointment of members to it must be approved by the greater of (a) a majority of all the directors in office when the action is taken, or (b) the number of directors required by the articles of incorporation or these Bylaws to take action under the provisions of Section 55-8-24 of the Business Corporation Act. The provisions of Sections 55-8-20 through 55-8-24 of the Business Corporation Act, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the Board of Directors, apply to committees and their members as well. To the extent specified by the Board of Directors, the articles of incorporation, or these Bylaws, each committee may exercise the authority of the Board of Directors under Section 55-8-01 of the Business Corporation Act except such authority as may not be delegated under the Business Corporation Act.

          7. ACTION WITHOUT MEETING. Action required or permitted by the Business Corporation Act to be taken at a Board of Directors’ meeting may be taken without a meeting if the action is taken by all members of the Board. The action must be evidenced by one or more written consents, signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. Action taken under this paragraph is effective when the last director signs the consent, unless the consent specifies a different effective date.

ARTICLE III

OFFICERS

          The corporation shall have a President, and a Secretary, and such other officers as may be deemed necessary, who may be appointed by the directors. The same individual may simultaneously hold more than one office in the corporation.

          A duly appointed officer may appoint one or more officers or assistant officers if authorized by the Board of Directors.

          Each officer of the corporation has the authority and shall perform the duties prescribed by the Board of Directors or by direction of an officer authorized by the Board of Directors to prescribe the duties of other officers; provided, that the Secretary, or any Assistant Secretary or any one or more other officers designated by the Board of Directors shall have the

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responsibility for custody of the minutes of the directors’ and shareholders’ meetings and for authenticating records of the corporation.

          The Board of Directors may remove any officer at any time with or without cause.

ARTICLE IV

STATUTORY NOTICES TO SHAREHOLDERS

          The Board of Directors may appoint the Treasurer or other fiscal officer and/or the Secretary or any other officer to cause to be prepared and furnished to shareholders entitled thereto any special financial notice and/or any financial statement, which may be required by any provision of law, and which, more specifically, may be required by Sections 55-16-20 and 55-16-21 of the Business Corporation Act.

ARTICLE V

REGISTERED OFFICE AND AGENT

          The address of the initial registered office of the corporation and the name of the initial registered agent of the corporation are set forth in the original articles of incorporation.

ARTICLE VI

CORPORATE SEAL

          The corporate seal shall have inscribed thereon the name of the corporation and shall be in such form and contain such other words and/or figures as the Board of Directors shall determine or the law require.

ARTICLE VII

FISCAL YEAR

          The fiscal year of the corporation shall be fixed, and shall be subject to change, by the Board of Directors.

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ARTICLE VIII

CONTROL OVER BYLAWS

          The Board of Directors may amend or repeal these Bylaws unless the articles of incorporation or the Business Corporation Act reserves this power exclusively to the shareholders in whole or in part, or the shareholders in amending or repealing a particular Bylaw provide expressly that the Board of Directors may not amend or repeal that Bylaw. The shareholders may amend or repeal these Bylaws even though the Bylaws may also be amended or repealed by the Board of Directors. A Bylaw that fixes a greater quorum or voting requirement for the Board of Directors may be amended or repealed only in accordance with the provisions of Section 55-10-22 of the Business Corporation Act.

          I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the Bylaws of INTERIM, INC., a corporation of the State of North Carolina, as in effect on the date hereof.

          WITNESS my hand and the seal of the corporation.

Dated:

     /s/ Anthony N. Cipicchio

          Secretary of

          INTERIM, INC.

(SEAL)

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EX-4.19

Exhibit 4.19

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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 PAYMENT IS MADE TO CEDE & CO. OR TO SUCH 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.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH OR INCORPORATED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

6.500% Secured Notes due 2010

CUSIP 76182KAR6

No. ______ $______

     R.J. Reynolds Tobacco Holdings, Inc., a Delaware 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 ______ MILLION DOLLARS ($______) on July 15, 2010.

     Interest Payment Dates: July 15 and January 15, commencing ____________.

     Record Dates: July 1 and January 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.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: ____________, 2006
	R.J. REYNOLDS TOBACCO HOLDINGS, INC., as Issuer
	By:
		Name: Title:
	By:
		Name: Title:

     Each of the undersigned hereby acknowledges its obligation as a Guarantor under the Indenture.

REYNOLDS AMERICAN INC., as a Guarantor
By:
	Name: Title:
RJR ACQUISITION CORP., as a Guarantor
By:
	Name: Title:
R. J. REYNOLDS TOBACCO COMPANY, as a Guarantor
By:
	Name: Title:

SIGNATURE PAGE TO R.J. REYNOLDS TOBACCO HOLDINGS, INC.
6.500% SECURED NOTES DUE 2010

R.J. REYNOLDS TOBACCO CO., as a Guarantor
By:
	Name: Title:
RJR PACKAGING, LLC, as a Guarantor
By:
	Name: Title:
FHS, INC., as a Guarantor
By:
	Name: Title:
GMB, INC., as a Guarantor
By:
	Name: Title:
BWT BRANDS, INC., as a Guarantor
By:
	Name: Title:

SIGNATURE PAGE TO R.J. REYNOLDS TOBACCO HOLDINGS, INC.
6.500% SECURED NOTES DUE 2010

(Trustee’s Certificate of Authentication)

     This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

Dated: ______________, 2006

THE BANK OF NEW YORK,
as Trustee

By:
	Name: Title:

SIGNATURE PAGE TO R.J. REYNOLDS TOBACCO HOLDINGS, INC.
6.500% SECURED NOTES DUE 2010

[REVERSE OF EXCHANGE NOTE]
6.500% Secured Notes due 2010

     References herein to the “Notes” mean the Company’s 6.500% Secured Notes due 2010. Other capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

     1. Interest. R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 6.500% per annum from the date provided below until maturity and shall pay Additional Interest, if any. The Company shall pay interest and Additional Interest semi-annually on July 15 and January 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 the July 15 or January 15 as the case may be, after the Exchange Offer referred to herein. This Note is an Exchange Note, exchanged in the Exchange Offer for Initial Notes. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Initial Notes or, if no interest has been paid, from the date of issuance; 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; provided further that if this Note shall be authenticated before the first Interest Payment Date for the Exchange Notes, interest on this Note shall accrue from the last Interest Payment Date to which interest has been paid on the Initial Notes that were exchanged for this Note or if no interest has been paid on such Initial Notes, from the date of original issue of such Initial Notes. 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 July 1 or January 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 2.12 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, 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 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., as issuer, RJR Acquisition Corp. and R. J. Reynolds Tobacco Company, as guarantors, and The Bank of New York, as trustee, as amended by a first

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supplemental indenture dated as of June 30, 2003, pursuant to which R. J. Reynolds Tobacco Co., RJR Packaging, LLC, FHS, Inc. and GMB, Inc. became parties to such indenture as guarantors, and a second supplemental indenture dated as of July 30, 2004, pursuant to which Reynolds American Inc. and BWT Brands, Inc. became parties to such indenture as guarantors (as supplemented, the "Indenture”). The terms of the Notes include those set forth in Schedule I hereto, 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 either series 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.

     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 larger than $1,000 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 denominations of $1,000 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 majority in aggregate principal amount of the then outstanding Notes, 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 then outstanding Notes, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes

6

may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to allow any Subsidiary to guarantee 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) 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 hereof), 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) 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 (h) above (if the Event of Default under clause (d) or (h) 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

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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 (h) (if the Event of Default under clauses (d) or (h), 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 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. Pursuant 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

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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:

R.J. Reynolds Tobacco Holdings, Inc.
401 North Main Street
Winston-Salem, North Carolina 27101-3818
Facsimile: 336-741-5000
Attention: Treasurer

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SCHEDULE I

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
TERMS OF 6.500% SECURED NOTES DUE 2010
AND 7.300% SECURED NOTES DUE 2015

     Section 1.01 Designation of Notes. (a) The terms set forth herein pertain to notes issued pursuant to that certain Indenture dated May 20, 2002, by and among R.J. Reynolds Tobacco Holdings, Inc. (the “Company”) as Issuer, The Bank of New York, as Trustee, and certain Subsidiaries of the Company and Reynolds American Inc., the Company’s parent, who have executed such indenture or a supplement thereto as Guarantors (as so supplemented, the “Indenture”). The notes subject to these terms are (i) the Company’s 6.500% Secured Notes due 2010 in the aggregate principal amount of $300,000,000 and 7.300% Secured Notes due 2015 in the aggregate principal amount of $200,000,000 (collectively, the “Initial Notes”) and (ii) if and when issued, the Company’s 6.500% Secured Notes due 2010 and 7.300% Secured Notes due 2015 that may be issued from time to time in exchange for Initial Notes in an offer registered under the Securities Act in accordance with the Registration Rights Agreement (the “Exchange Notes,” and together with Initial Notes, the “Notes”).

     (b) The Initial Notes and Exchange Notes constituting 6.500% Notes due 2010 shall be considered collectively as a single series for all purposes of the Indenture, and the Initial Notes and Exchange Notes constituting 7.300% Notes due 2015 shall constitute a separate single series.

     Section 1.02. Initial Issuance and Resale. (a) The Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated June 22, 2005 (the “Purchase Agreement”), among the Company, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and the other initial purchasers named therein. The Initial Notes will be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S in accordance with the procedures provided herein.

     Initial Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A ("144A Notes”) shall be issued in the form of a permanent global Note, including appropriate legends as set forth in Section 1.02(c) (the “144A Global Note”), deposited with the Trustee, as Custodian for the Depositary, duly executed by the Company, as issuer, and the Guarantors, as guarantors, and authenticated by the Trustee as hereinafter provided. The 144A Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate and by one or more certificates issued upon exchange or replacement of another certificate representing the 144A Global Note. The aggregate principal amount of the 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian for the Depositary or its nominee, as hereinafter provided.

     Initial Notes offered and sold outside the United States of America in reliance on Regulation S (the “Regulation S Notes”) shall be issued in the form of a permanent global Note, including appropriate legends as set forth in Section 1.02(c) (the “Regulation S Global Note”), deposited with the Trustee, as Custodian for the Depositary, duly executed by the Company and authenticated by

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the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate and by one or more certificates issued upon exchange or replacement of another certificate representing the Regulation S Global Note. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian for the Depositary or its nominee, as hereinafter provided.

     Subject to Section 1.02(e), Exchange Notes exchanged for the 144A Notes or the Regulation S Notes (or interests therein) in the Exchange Offer will be issued in the form of a permanent global Note, including the appropriate legends set forth in Section 1.02(c) (the “Exchange Global Note”), deposited with the Trustee, as Custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate and by one or more certificates issued upon exchange or replacement of another certificate representing the Exchange Global Note. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian for the Depositary or its nominee, as hereinafter provided.

     The 144A Global Note, the Regulation S Global Note, and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”

     The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on the Global Notes and in Section 1.02(c). The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them

     (b) Denominations. The Notes shall be issuable only in fully registered form, without interest coupons, and only in denominations of $1,000 and any integral multiple thereof.

     (c) Restrictive Legends. Unless and until an Initial Note is (i) sold under an effective registration statement or (ii) exchanged for an Exchange Note in connection with an effective registration statement, in each case pursuant to the Registration Rights Agreement or a similar agreement,

(A)      Each certificate representing the 144A Notes shall bear the following legend (the “Private Placement Legend”) on the face thereof:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES

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TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(B)      Except as otherwise provided in the following legend (the “Regulation S Legend”) and, together with the Private Placement Legend the “Restrictive Legends”), each certificate representing the Regulation S Notes shall bear the following legend on the face thereof:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF

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SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, OR (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(C)      Each Global Note, whether or not an Initial Note, shall bear the following legend (the “Global Note Legend”) on the face thereof:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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 PAYMENT IS MADE TO CEDE & CO. OR TO SUCH 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO

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TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH OR INCORPORATED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

(D)      Each Note, whether or not an Initial Note, shall bear the following legend:

“BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, OF ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (B) THE PURCHASE AND HOLDING OF THIS SECURITY BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

     (d) Book-Entry Provisions.

          (i) This Section 1.02(d) shall apply only to Global Notes deposited with the Trustee, as Custodian for the Depositary.

          (ii) Each Global Note initially shall (A) be registered in the name of the Depositary or the nominee of the Depositary, (B) be delivered to the Trustee as Custodian for the Depositary and (C) bear the applicable legends as set forth in Section 1.02(c).

          (iii) Participants in the Depositary ("Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the Custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

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          (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 1.02 to beneficial owners who are required to hold Definitive Notes, the Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.

          (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 1.02, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

          (vi) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

     (e) Definitive Notes. (i) Except as provided below and in Section 1.02(d)(iv) and (v), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with the Depositary’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (a) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (b) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (c) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary; and, if the Exchange Offer occurs after such exchange of Definitive Notes for Global Notes as provided in this Section 1.02(e), any Exchange Notes may be issued in the form of Definitive Notes.

          (ii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 1.02(d)(iv) or (v) shall, except as otherwise provided by Section 1.04(c), bear the applicable legend regarding transfer restrictions applicable to such Definitive Note set forth in Section 1.02(e).

          (iii) In connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the Trustee shall cancel such Definitive Note, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.

     (f) Regulation S Notes. Prior to the expiration of the 40-day restricted period, as defined in Regulation S (the “Restricted Period”), beneficial interests in a Regulation S Note may be held only through Euroclear or Clearstream (as direct or indirect Participants in the Depositary) or through another agent member of Euroclear and Clearstream acting for and on behalf of them (as

S-6

direct or indirect Participants in the Depositary), unless exchanged for interests in 144A Notes. During the Restricted Period, interests in a Regulation S Note, if any, may be exchanged for 144A Notes or interests therein only in accordance with the certification requirements described in Section 1.04.

     Section 1.03. Depositary; Custodian. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as Custodian with respect to the Global Notes.

     Section 1.04. Transfer and Exchange. (a) Subject to Section 1.02(f), the following provisions shall apply with respect to any proposed transfer of a 144A Note or a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

          (i) A transfer of a 144A Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

          (ii) A transfer of a 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form attached hereto from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them.

     (b) Subject to Section 1.02(f), the following provisions shall apply with respect to any proposed transfer of a Regulation S Note or a beneficial interest therein prior to the expiration of the Restricted Period:

          (i) A transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

          (ii) A transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form attached hereto from the proposed transferor and, if requested by the Company or the

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Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them.

     After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred without requiring the certification set forth in the form attached hereto or any other certification.

     (c) Restrictive Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restrictive Legend, the Registrar shall deliver Notes that do not bear a Restrictive Legend. Upon the transfer, exchange or replacement of Notes bearing a Restrictive Legend, the Registrar shall deliver only Notes that bear each applicable Restrictive Legend as set forth in Section 1.02 hereof unless there is delivered to the Registrar evidence satisfactory to the Company and the Registrar (which may include an opinion of counsel) that neither the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 1.02(d) shall, except as otherwise provided by this subsection (c), bear the applicable legend regarding transfer restrictions applicable to such Definitive Note set forth in Section 1.02(c).

     (d) No Obligation of the Trustee. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants in the Depositary or beneficial owners of any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Notes or the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     (e) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary.

     (f) Accrual of Interest on the Exchange Note; Exchange of Exchange Notes. Interest on any Exchange Note shall accrue from the dates provided in the Exchange Global Note.

     Subject to Section 1.02(e), upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, in accordance with Section 2.04 of the Indenture, the Trustee shall authenticate one or more Exchange Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Initial Notes tendered for acceptance by Persons that certify in the applicable letters of transmittal that (i) they are not Broker-Dealers, (ii) they are not participating in a distribution of the Exchange Notes and (iii) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer. No exchanges of Notes for Exchange Notes shall occur until a Registration Statement, as defined in the Registration Rights Agreement, shall have been declared effective by the SEC and any Initial Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Initial Notes in the form of Global Notes to be reduced accordingly.

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     Section 1.05 Definitions. (a) Capitalized terms not defined herein shall have the meanings set forth in the Indenture.

     (b) As used herein the following terms shall have the meanings set forth below:

          “Additional Interest” means the additional interest (if any) payable by the Company in the event of a Registration Default under, and as defined in, the Registration Rights Agreement.

          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

          “Clearstream” means Citibank, N.A., as operator of Clearstream Banking, S.A.

          “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.

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

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof in the form of the 144A Note, the Regulation S Note or the Exchange Note, as applicable, except that such Note shall not bear the Global Note Legend.

          “Depositary” means, with respect to the Notes issued in the form of one or more Global Notes, DTC as the Person appointed hereby as the Depositary with respect to the Notes, or another Person appointed as Depositary by the Company, which Person must be a clearing agency registered under the Exchange Act, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of the Indenture.

          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

          “Independent Investment Banker” means either Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., or, if both 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.

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          “Non-U.S. Person” means a Person who is not a U.S. Person.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Reference Treasury Dealer” means (i) 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 initial purchaser another Primary Treasury Dealer and (ii) 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.

          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of June 29, 2005, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time.

          “Regulation S” means Regulation S promulgated under the Securities Act.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A promulgated under the Securities Act.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Treasury Rate” means, with respect to any redemption date, (i) 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 (ii) 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.

          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

S-10

FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S

R.J. Reynolds Tobacco Holdings, Inc.
201 North Main Street
Winston-Salem, North Carolina 27101-3818
Facsimile: 336-741-5000

Attention: ____________

The Bank of New York
_____________________
_____________________
Facsimile: ____________

Attention: ____________

     Re: ______% Secured Notes due [2010][2015]

     Reference is hereby made to the Indenture, dated as of May 20, 2002 (the “Indenture”), between R.J. Reynolds Tobacco Holdings, Inc., as issuer (the “Company”) and The Bank of New York, as trustee.

     In connection with our proposed sale of $____________ aggregate principal amount of ______% Notes due [2010][2015] (the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

     (a) the offer of the Notes was not made to a person in the United States;

     (b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

     (c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

     (d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

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     In addition, if the sale is made during a restricted period, we represent that the sale is not being made to a United States person or for the account or benefit of a United States person.

     The Company and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings forth in Regulation S.

	[Insert Name of Transferor]
	By:
Name: Title:
Authorized Signature Signature Medallion Guaranteed

S-12

EX-4.20

Exhibit 4.20

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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 PAYMENT IS MADE TO CEDE & CO. OR TO SUCH 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.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH OR INCORPORATED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

R.J. REYNOLDS TOBACCO HOLDINGS, INC.

7.300% Secured Notes due 2015

CUSIP 76182KAS4

No. ______ $______

     R.J. Reynolds Tobacco Holdings, Inc., a Delaware 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 ______ MILLION DOLLARS ($______) on July 15, 2015.

     Interest Payment Dates: July 15 and January 15, commencing ____________.

     Record Dates: July 1 and January 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.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.

Dated: ____________, 2006
	R.J. REYNOLDS TOBACCO HOLDINGS, INC., as Issuer
	By:
		Name: Title:
	By:
		Name: Title:

     Each of the undersigned hereby acknowledges its obligation as a Guarantor under the Indenture.

REYNOLDS AMERICAN INC., as a Guarantor
By:
	Name: Title:
RJR ACQUISITION CORP., as a Guarantor
By:
	Name: Title:
R. J. REYNOLDS TOBACCO COMPANY, as a Guarantor
By:
	Name: Title:

SIGNATURE PAGE TO R.J. REYNOLDS TOBACCO HOLDINGS, INC.
7.300% SECURED NOTES DUE 2015

R.J. REYNOLDS TOBACCO CO., as a Guarantor
By:
	Name: Title:
RJR PACKAGING, LLC, as a Guarantor
By:
	Name: Title:
FHS, INC., as a Guarantor
By:
	Name: Title:
GMB, INC., as a Guarantor
By:
	Name: Title:
BWT BRANDS, INC., as a Guarantor
By:
	Name: Title:

SIGNATURE PAGE TO R.J. REYNOLDS TOBACCO HOLDINGS, INC.
7.300% SECURED NOTES DUE 2015

(Trustee’s Certificate of Authentication)

     This is one of the Notes of the series designated herein referred to in the within-mentioned Indenture.

Dated: ____________, 2006

THE BANK OF NEW YORK,
as Trustee

By:
	Name: Title:

SIGNATURE PAGE TO R.J. REYNOLDS TOBACCO HOLDINGS, INC.
7.300% SECURED NOTES DUE 2015

[REVERSE OF EXCHANGE NOTE]
7.300% Secured Notes due 2015

     References herein to the “Notes” mean the Company’s 7.300% 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. R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (the “Company”), promises to pay interest on the principal amount of this Note at 7.300% per annum from the date provided below until maturity and shall pay Additional Interest, if any. The Company shall pay interest and Additional Interest semi-annually on July 15 and January 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 the July 15 or January 15 as the case may be, after the Exchange Offer referred to herein. This Note is an Exchange Note, exchanged in the Exchange Offer for Initial Notes. Interest on the Notes shall accrue from the most recent date to which interest has been paid on the Initial Notes or, if no interest has been paid, from the date of issuance; 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; provided further that if this Note shall be authenticated before the first Interest Payment Date for the Exchange Notes, interest on this Note shall accrue from the last Interest Payment Date to which interest has been paid on the Initial Notes that were exchanged for this Note or if no interest has been paid on such Initial Notes, from the date of original issue of such Initial Notes. 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 July 1 or January 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 2.12 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, 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 20, 2002, among R.J. Reynolds Tobacco Holdings, Inc., as issuer, RJR Acquisition Corp. and R. J. Reynolds Tobacco Company, as guarantors, and The Bank of New York, as trustee, as amended by a first

5

supplemental indenture dated as of June 30, 2003, pursuant to which R. J. Reynolds Tobacco Co., RJR Packaging, LLC, FHS, Inc. and GMB, Inc. became parties to such indenture as guarantors, and a second supplemental indenture dated as of July 30, 2004, pursuant to which Reynolds American Inc. and BWT Brands, Inc. became parties to such indenture as guarantors (as supplemented, the "Indenture”). The terms of the Notes include those set forth in Schedule I hereto, 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 either series 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.

     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 larger than $1,000 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 denominations of $1,000 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 majority in aggregate principal amount of the then outstanding Notes, 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 then outstanding Notes, voting as a single class. Without the consent of any Holder of a Note, the Indenture or the Notes

6

may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to allow any Subsidiary to guarantee 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) 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 hereof), 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) 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 (h) above (if the Event of Default under clause (d) or (h) 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

7

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 (h) (if the Event of Default under clauses (d) or (h), 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 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. Pursuant 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

8

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:

R.J. Reynolds Tobacco Holdings, Inc.
401 North Main Street
Winston-Salem, North Carolina 27101-3818
Facsimile: 336-741-5000
Attention: Treasurer

9

SCHEDULE I

R.J. REYNOLDS TOBACCO HOLDINGS, INC.
TERMS OF 6.500% SECURED NOTES DUE 2010
AND 7.300% SECURED NOTES DUE 2015

     Section 1.01 Designation of Notes. (a) The terms set forth herein pertain to notes issued pursuant to that certain Indenture dated May 20, 2002, by and among R.J. Reynolds Tobacco Holdings, Inc. (the “Company”) as Issuer, The Bank of New York, as Trustee, and certain Subsidiaries of the Company and Reynolds American Inc., the Company’s parent, who have executed such indenture or a supplement thereto as Guarantors (as so supplemented, the “Indenture”). The notes subject to these terms are (i) the Company’s 6.500% Secured Notes due 2010 in the aggregate principal amount of $300,000,000 and 7.300% Secured Notes due 2015 in the aggregate principal amount of $200,000,000 (collectively, the “Initial Notes”) and (ii) if and when issued, the Company’s 6.500% Secured Notes due 2010 and 7.300% Secured Notes due 2015 that may be issued from time to time in exchange for Initial Notes in an offer registered under the Securities Act in accordance with the Registration Rights Agreement (the “Exchange Notes,” and together with Initial Notes, the “Notes”).

     (b) The Initial Notes and Exchange Notes constituting 6.500% Notes due 2010 shall be considered collectively as a single series for all purposes of the Indenture, and the Initial Notes and Exchange Notes constituting 7.300% Notes due 2015 shall constitute a separate single series.

     Section 1.02. Initial Issuance and Resale. (a) The Initial Notes are being offered and sold by the Company pursuant to a Purchase Agreement, dated June 22, 2005 (the “Purchase Agreement”), among the Company, Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and the other initial purchasers named therein. The Initial Notes will be resold initially only to (i) QIBs in reliance on Rule 144A and (ii) Non-U.S. Persons in reliance on Regulation S. Such Initial Notes may thereafter be transferred to, among others, QIBs and purchasers in reliance on Regulation S in accordance with the procedures provided herein.

     Initial Notes offered and sold to QIBs in the United States of America in reliance on Rule 144A ("144A Notes”) shall be issued in the form of a permanent global Note, including appropriate legends as set forth in Section 1.02(c) (the “144A Global Note”), deposited with the Trustee, as Custodian for the Depositary, duly executed by the Company, as issuer, and the Guarantors, as guarantors, and authenticated by the Trustee as hereinafter provided. The 144A Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate and by one or more certificates issued upon exchange or replacement of another certificate representing the 144A Global Note. The aggregate principal amount of the 144A Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian for the Depositary or its nominee, as hereinafter provided.

     Initial Notes offered and sold outside the United States of America in reliance on Regulation S (the “Regulation S Notes”) shall be issued in the form of a permanent global Note, including appropriate legends as set forth in Section 1.02(c) (the “Regulation S Global Note”), deposited with the Trustee, as Custodian for the Depositary, duly executed by the Company and authenticated by

S-1

the Trustee as hereinafter provided. The Regulation S Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate and by one or more certificates issued upon exchange or replacement of another certificate representing the Regulation S Global Note. The aggregate principal amount of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian for the Depositary or its nominee, as hereinafter provided.

     Subject to Section 1.02(e), Exchange Notes exchanged for the 144A Notes or the Regulation S Notes (or interests therein) in the Exchange Offer will be issued in the form of a permanent global Note, including the appropriate legends set forth in Section 1.02(c) (the “Exchange Global Note”), deposited with the Trustee, as Custodian for the Depositary, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Exchange Global Note may be represented by more than one certificate, if so required by the Depositary’s rules regarding the maximum principal amount to be represented by a single certificate and by one or more certificates issued upon exchange or replacement of another certificate representing the Exchange Global Note. The aggregate principal amount of the Exchange Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as Custodian for the Depositary or its nominee, as hereinafter provided.

     The 144A Global Note, the Regulation S Global Note, and the Exchange Global Note are sometimes collectively herein referred to as the “Global Notes.”

     The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage, in addition to those set forth on the Global Notes and in Section 1.02(c). The Company and the Trustee shall approve the forms of the Notes and any notation, endorsement or legend on them

     (b) Denominations. The Notes shall be issuable only in fully registered form, without interest coupons, and only in denominations of $1,000 and any integral multiple thereof.

     (c) Restrictive Legends. Unless and until an Initial Note is (i) sold under an effective registration statement or (ii) exchanged for an Exchange Note in connection with an effective registration statement, in each case pursuant to the Registration Rights Agreement or a similar agreement,

(A)      Each certificate representing the 144A Notes shall bear the following legend (the “Private Placement Legend”) on the face thereof:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES

S-2

TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) AND (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.”

(B)      Except as otherwise provided in the following legend (the “Regulation S Legend”) and, together with the Private Placement Legend the “Restrictive Legends”), each certificate representing the Regulation S Notes shall bear the following legend on the face thereof:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”), (2) BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF

S-3

SUCH SECURITY), ONLY (A) TO THE ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S, OR (E) PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED AFTER 40 CONSECUTIVE DAYS BEGINNING ON AND INCLUDING THE LATER OF (A) THE DAY ON WHICH THE SECURITIES ARE OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN REGULATION S) AND (B) THE DATE OF THE CLOSING OF THE ORIGINAL OFFERING. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION,” “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.”

(C)      Each Global Note, whether or not an Initial Note, shall bear the following legend (the “Global Note Legend”) on the face thereof:

“UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY 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 PAYMENT IS MADE TO CEDE & CO. OR TO SUCH 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. TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO

S-4

TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH OR INCORPORATED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.”

(D)      Each Note, whether or not an Initial Note, shall bear the following legend:

“BY ITS ACQUISITION OF THIS SECURITY THE HOLDER HEREOF WILL BE DEEMED TO HAVE REPRESENTED AND WARRANTED THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO ACQUIRE AND HOLD THIS SECURITY CONSTITUTES ASSETS OF AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, OF ANY PLAN, ACCOUNT OR OTHER ARRANGEMENT THAT IS SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR ANY PROVISIONS UNDER ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAWS”), OR OF ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE “PLAN ASSETS” OF ANY SUCH PLAN, ACCOUNT OR ARRANGEMENT, OR (B) THE PURCHASE AND HOLDING OF THIS SECURITY BY SUCH HOLDER WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAWS.”

     (d) Book-Entry Provisions.

          (i) This Section 1.02(d) shall apply only to Global Notes deposited with the Trustee, as Custodian for the Depositary.

          (ii) Each Global Note initially shall (A) be registered in the name of the Depositary or the nominee of the Depositary, (B) be delivered to the Trustee as Custodian for the Depositary and (C) bear the applicable legends as set forth in Section 1.02(c).

          (iii) Participants in the Depositary ("Participants”) shall have no rights under this Indenture with respect to any Global Note held on their behalf by the Depositary or by the Trustee as the Custodian for the Depositary or under such Global Note, and the Depositary may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Participants, the operation of customary practices of the Depositary governing the exercise of the rights of a Holder of a beneficial interest in any Global Note.

S-5

          (iv) In connection with any transfer of a portion of the beneficial interest in a Global Note pursuant to subsection (e) of this Section 1.02 to beneficial owners who are required to hold Definitive Notes, the Custodian shall reflect on its books and records the date and a decrease in the principal amount of such Global Note in an amount equal to the principal amount of the beneficial interest in the Global Note to be transferred, and the Company shall execute, and the Trustee shall authenticate and deliver, one or more Definitive Notes of like tenor and amount.

          (v) In connection with the transfer of an entire Global Note to beneficial owners pursuant to subsection (e) of this Section 1.02, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations.

          (vi) The registered Holder of a Global Note may grant proxies and otherwise authorize any person, including Participants and persons that may hold interests through Participants, to take any action which a Holder is entitled to take under this Indenture or the Notes.

     (e) Definitive Notes. (i) Except as provided below and in Section 1.02(d)(iv) and (v), owners of beneficial interests in Global Notes will not be entitled to receive Definitive Notes. If required to do so pursuant to any applicable law or regulation, beneficial owners may obtain Definitive Notes in exchange for their beneficial interests in a Global Note upon written request in accordance with the Depositary’s and the Registrar’s procedures. In addition, Definitive Notes shall be transferred to all beneficial owners in exchange for their beneficial interests in a Global Note if (a) the Depositary notifies the Company that it is unwilling or unable to continue as depositary for such Global Note or the Depositary ceases to be a clearing agency registered under the Exchange Act, at a time when the Depositary is required to be so registered in order to act as depositary, and in each case a successor depositary is not appointed by the Company within 90 days of such notice or, (b) the Company executes and delivers to the Trustee and Registrar an Officers’ Certificate stating that such Global Note shall be so exchangeable or (c) an Event of Default has occurred and is continuing and the Registrar has received a request from the Depositary; and, if the Exchange Offer occurs after such exchange of Definitive Notes for Global Notes as provided in this Section 1.02(e), any Exchange Notes may be issued in the form of Definitive Notes.

          (ii) Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 1.02(d)(iv) or (v) shall, except as otherwise provided by Section 1.04(c), bear the applicable legend regarding transfer restrictions applicable to such Definitive Note set forth in Section 1.02(e).

          (iii) In connection with the exchange of a portion of a Definitive Note for a beneficial interest in a Global Note, the Trustee shall cancel such Definitive Note, and the Company shall execute, and the Trustee shall authenticate and deliver, to the transferring Holder a new Definitive Note representing the principal amount not so transferred.

     (f) Regulation S Notes. Prior to the expiration of the 40-day restricted period, as defined in Regulation S (the “Restricted Period”), beneficial interests in a Regulation S Note may be held only through Euroclear or Clearstream (as direct or indirect Participants in the Depositary) or through another agent member of Euroclear and Clearstream acting for and on behalf of them (as

S-6

direct or indirect Participants in the Depositary), unless exchanged for interests in 144A Notes. During the Restricted Period, interests in a Regulation S Note, if any, may be exchanged for 144A Notes or interests therein only in accordance with the certification requirements described in Section 1.04.

     Section 1.03. Depositary; Custodian. The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as Custodian with respect to the Global Notes.

     Section 1.04. Transfer and Exchange. (a) Subject to Section 1.02(f), the following provisions shall apply with respect to any proposed transfer of a 144A Note or a beneficial interest therein prior to the date which is two years after the later of the date of its original issue and the last date on which the Company or any Affiliate of the Company was the owner of such Notes (or any predecessor thereto) (the “Resale Restriction Termination Date”):

          (i) A transfer of a 144A Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee in the form as set forth on the reverse of the Note that it is purchasing for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

          (ii) A transfer of a 144A Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form attached hereto from the proposed transferor and, if requested by the Company or the Trustee, the delivery of an opinion of counsel, certification and/or other information satisfactory to each of them.

     (b) Subject to Section 1.02(f), the following provisions shall apply with respect to any proposed transfer of a Regulation S Note or a beneficial interest therein prior to the expiration of the Restricted Period:

          (i) A transfer of a Regulation S Note or a beneficial interest therein to a QIB shall be made upon the representation of the transferee, in the form of assignment on the reverse of the certificate, that it is purchasing the Note for its own account or an account with respect to which it exercises sole investment discretion and that it and any such account is a QIB and is aware that the sale to it is being made in reliance on Rule 144A and acknowledges that it has received such information regarding the Company as the undersigned has requested pursuant to Rule 144A or has determined not to request such information and that it is aware that the transferor is relying upon its foregoing representations in order to claim the exemption from registration provided by Rule 144A.

          (ii) A transfer of a Regulation S Note or a beneficial interest therein to a Non-U.S. Person shall be made upon receipt by the Trustee or its agent of a certificate substantially in the form attached hereto from the proposed transferor and, if requested by the Company or the

S-7

Trustee, receipt by the Trustee or its agent of an opinion of counsel, certification and/or other information satisfactory to each of them.

     After the expiration of the Restricted Period, interests in the Regulation S Note may be transferred without requiring the certification set forth in the form attached hereto or any other certification.

     (c) Restrictive Legend. Upon the transfer, exchange or replacement of Notes not bearing a Restrictive Legend, the Registrar shall deliver Notes that do not bear a Restrictive Legend. Upon the transfer, exchange or replacement of Notes bearing a Restrictive Legend, the Registrar shall deliver only Notes that bear each applicable Restrictive Legend as set forth in Section 1.02 hereof unless there is delivered to the Registrar evidence satisfactory to the Company and the Registrar (which may include an opinion of counsel) that neither the legend nor the restrictions on transfer set forth therein are required to ensure compliance with the Securities Act. Any Definitive Note delivered in exchange for an interest in a Global Note pursuant to Section 1.02(d) shall, except as otherwise provided by this subsection (c), bear the applicable legend regarding transfer restrictions applicable to such Definitive Note set forth in Section 1.02(c).

     (d) No Obligation of the Trustee. The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under the Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Participants in the Depositary or beneficial owners of any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of the Notes or the Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

     (e) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or to a nominee of such successor Depositary.

     (f) Accrual of Interest on the Exchange Note; Exchange of Exchange Notes. Interest on any Exchange Note shall accrue from the dates provided in the Exchange Global Note.

     Subject to Section 1.02(e), upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, in accordance with Section 2.04 of the Indenture, the Trustee shall authenticate one or more Exchange Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Initial Notes tendered for acceptance by Persons that certify in the applicable letters of transmittal that (i) they are not Broker-Dealers, (ii) they are not participating in a distribution of the Exchange Notes and (iii) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer. No exchanges of Notes for Exchange Notes shall occur until a Registration Statement, as defined in the Registration Rights Agreement, shall have been declared effective by the SEC and any Initial Notes that are exchanged for Exchange Notes shall be cancelled by the Trustee. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Initial Notes in the form of Global Notes to be reduced accordingly.

S-8

     Section 1.05 Definitions. (a) Capitalized terms not defined herein shall have the meanings set forth in the Indenture.

     (b) As used herein the following terms shall have the meanings set forth below:

          “Additional Interest” means the additional interest (if any) payable by the Company in the event of a Registration Default under, and as defined in, the Registration Rights Agreement.

          “Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

          “Clearstream” means Citibank, N.A., as operator of Clearstream Banking, S.A.

          “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.

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

          “Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

          “Definitive Note” means a certificated Note registered in the name of the Holder thereof in the form of the 144A Note, the Regulation S Note or the Exchange Note, as applicable, except that such Note shall not bear the Global Note Legend.

          “Depositary” means, with respect to the Notes issued in the form of one or more Global Notes, DTC as the Person appointed hereby as the Depositary with respect to the Notes, or another Person appointed as Depositary by the Company, which Person must be a clearing agency registered under the Exchange Act, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicable provision of the Indenture.

          “Euroclear” means Euroclear Bank S.A./N.V., as operator of the Euroclear System.

          “Exchange Act” means the Securities Exchange Act of 1934, as amended.

          “Exchange Offer” has the meaning set forth in the Registration Rights Agreement.

          “Independent Investment Banker” means either Citigroup Global Markets Inc. or J.P. Morgan Securities Inc., or, if both 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.

S-9

          “Non-U.S. Person” means a Person who is not a U.S. Person.

          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.

          “Reference Treasury Dealer” means (i) 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 initial purchaser another Primary Treasury Dealer and (ii) 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.

          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of June 29, 2005, by and among the Company and the other parties named on the signature pages thereof, as such agreement may be amended, modified or supplemented from time to time.

          “Regulation S” means Regulation S promulgated under the Securities Act.

          “Rule 144” means Rule 144 promulgated under the Securities Act.

          “Rule 144A” means Rule 144A promulgated under the Securities Act.

          “Securities Act” means the Securities Act of 1933, as amended.

          “Treasury Rate” means, with respect to any redemption date, (i) 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 (ii) 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.

          “U.S. Person” means a U.S. person as defined in Rule 902(k) under the Securities Act.

S-10

FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
TRANSFERS PURSUANT TO REGULATION S

R.J. Reynolds Tobacco Holdings, Inc.
201 North Main Street
Winston-Salem, North Carolina 27101-3818
Facsimile: 336-741-5000

Attention: ____________

The Bank of New York
_____________________
_____________________
Facsimile: ____________

Attention: ____________

     Re: ______% Secured Notes due [2010][2015]

     Reference is hereby made to the Indenture, dated as of May 20, 2002 (the “Indenture”), between R.J. Reynolds Tobacco Holdings, Inc., as issuer (the “Company”) and The Bank of New York, as trustee.

     In connection with our proposed sale of $____________ aggregate principal amount of ______% Notes due [2010][2015] (the “Notes”) of the Company, we confirm that such sale has been effected pursuant to and in accordance with Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, we represent that:

     (a) the offer of the Notes was not made to a person in the United States;

     (b) either (i) at the time the buy order was originated, the transferee was outside the United States or we and any person acting on our behalf reasonably believed that the transferee was outside the United States or (ii) the transaction was executed in, on or through the facilities of a designated off-shore securities market and neither we nor any person acting on our behalf knows that the transaction has been pre-arranged with a buyer in the United States;

     (c) no directed selling efforts have been made in the United States in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S, as applicable; and

     (d) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

S-11

     In addition, if the sale is made during a restricted period, we represent that the sale is not being made to a United States person or for the account or benefit of a United States person.

     The Company and the Trustee are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby. Terms used in this certificate have the meanings forth in Regulation S.

	[Insert Name of Transferor]
	By:
Name: Title:
Authorized Signature Signature Medallion Guaranteed

S-12

EX-5.1

Exhibit 5.1

[Kilpatrick Stockton LLP Letterhead]

December 7, 2005

Reynolds American Inc.
R.J. Reynolds Tobacco Holdings, 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 R.J. Reynolds Tobacco Holdings, Inc., a Delaware corporation (“RJR”) and to Reynolds American Inc., a North Carolina corporation, RJR Acquisition Corp., a Delaware corporation, R.J. Reynolds Tobacco Company, a North Carolina corporation, R. J. Reynolds Tobacco Co., a Delaware corporation, RJR Packaging, LLC, a Delaware limited liability company, FHS, Inc., a Delaware corporation, and GMB, Inc., a North Carolina corporation (each, a “Guarantor” and, collectively, 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 RJR of $300,000,000 aggregate principal amount of RJR’s 6.500% Secured Notes due 2010 and $200,000,000 aggregate principal amount of RJR’s 7.300% Secured Notes due 2015 (the “New Notes”). The New Notes will be issued pursuant to an indenture dated as of May 20, 2002, among RJR, as issuer, RJR Acquisition Corp. and R.J. Reynolds Tobacco Company, as guarantors, and The Bank of New York, as trustee, as amended by a first supplemental indenture dated as of June 30, 2003, pursuant to which R. J. Reynolds Tobacco Co., RJR Packaging, LLC, FHS, Inc. and GMB, Inc. became parties to such indenture as guarantors, and a second supplemental indenture dated as of July 30, 2004, pursuant to which Reynolds American Inc. became a party to such indenture as a guarantor (as amended, the “2002 Indenture”). The 2002 Indenture provides for the guarantee, to the extent set forth in the 2002 Indenture (the “Guarantees”), of the New Notes by each of the Guarantors. The New Notes are to be issued in exchange for a like principal amount of RJR’s currently outstanding $300,000,000 aggregate principal amount of 6.500% Secured Notes due 2010 and RJR’s currently outstanding $200,000,000 aggregate principal amount of 7.300% Secured Notes due 2015 (the “Outstanding Notes”), as contemplated by the Registration Rights Agreement, dated as of June 29, 2005 (the “Registration Rights Agreement”), by and among RJR, the Guarantors and Citigroup Global Markets Inc. and JPMorgan Securities Inc., as representative of the initial purchasers named therein.

     In our capacity as your counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by RJR and the Guarantors in connection with the authorization and issuance of the New Notes and the 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

Reynolds American Inc.
R.J. Reynolds Tobacco Holdings, Inc.
December 7, 2005
Page 2

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 RJR 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 of such documents and the validity and binding effect thereof on such parties.

     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 2002 Indenture; (ii) the 2002 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 2002 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 2002 Indenture; and (v) the New Notes will be duly authenticated by the Trustee in the manner provided in the 2002 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 RJR and, when executed by RJR and authenticated by the Trustee in accordance with the provisions of the 2002 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 RJR, enforceable against RJR in accordance with their terms.

     2. The Guarantee of each Guarantor has been authorized by all necessary corporate action of such Guarantor and, when the New Notes are executed by RJR and authenticated by the Trustee in accordance with the provisions of the 2002 Indenture and issued and delivered in exchange for the Outstanding Notes in the manner described in the Registration Statement, will be

Reynolds American Inc.
R.J. Reynolds Tobacco Holdings, Inc.
December 7, 2005
Page 3

the legal, valid and binding obligation of the respective Guarantor, enforceable against such Guarantor in accordance with its terms.

     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.

     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

KILPATRICK STOCKTON LLP

EX-12.1

EXHIBIT 12.1

REYNOLDS AMERICAN INC.
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES/DEFICIENCY IN THE COVERAGE
OF
FIXED CHARGES BY EARNINGS BEFORE FIXED CHARGES
(Dollars in Millions)
(Unaudited)

	Nine Months
	Ended September 30,			Year Ended December 31,
	2005			2004			2003			2002		2001		2000
Earnings before fixed charges:
Income (loss) from continuing operations before income taxes	$	1,199		$	829		$	(3,918	)	$	683	$	892	$	748
Add back (deduct): Loss (income) on equity investment		(8	)		(9	)		5			—		—		—
		1,191			820			(3,913	)		683		892		748
Interest and debt expense		31			85			111			147		150		168
Interest portion of rental expense		10			12			12			15		14		15
Earnings (loss) before fixed charges	$	1,232		$	917		$	(3,790	)	$	845	$	1,056	$	931
Fixed charges:
Interest and debt expense	$	31		$	85		$	111		$	147	$	150	$	168
Interest portion of rental expense		10			12			12			15		14		15
Total fixed charges	$	41		$	97		$	123		$	162	$	164	$	183
Ratio of earnings to fixed charges		30.0			9.5			—			5.2		6.4		5.1
Deficiency in the coverage of fixed charges by earnings before fixed charges	$	—		$	—			(3,913	)		—		—		—

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 of our reports dated February 28, 2005, with respect to the consolidated balance sheets of Reynolds American Inc. as of December 31, 2004 and 2003, and the related consolidated statements of income (loss), shareholders’ equity and comprehensive income (loss) and cash flows for each of the years in the three-year period ended December 31, 2004, and on management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004, which reports appear in the December 31, 2004 annual report on Form 10-K of Reynolds American Inc. and to the reference to our firm under the heading “Experts” in the Registration Statement on Form S-4, dated December 6, 2005 filed by R.J. Reynolds Tobacco Holdings, Inc.

Our report dated February 28, 2005, on the financial statements of Reynolds American Inc. and subsidiaries refers to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” effective January 1, 2002.

Our report dated February 28, 2005, on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Reynolds American Inc. as of December 31, 2004, contains an explanatory paragraph that states that Reynolds American Inc. has excluded from its assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, the acquired U.S. assets, liabilities, and operations of B&W, an indirect, wholly-owned subsidiary of British American Tobacco p.l.c. (BAT) and the acquired capital stock of Cigarette Manufacturers Supplies Inc., a former indirect subsidiary of BAT, which owns all the outstanding stock of Lane Limited (together referred to as “B&W/Lane”). Our audit of internal control over financial reporting of Reynolds American Inc. also excluded an evaluation of the internal control over financial reporting of B&W/Lane.

/s/ KPMG LLP

Greensboro, North Carolina
December 6, 2005

EX-23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement of R.J. Reynolds Tobacco Holdings, Inc. on Form S-4 of our report dated March 1, 2004 related to the combined consolidated financial statements of British American Tobacco plc’s (BAT) United States tobacco operations (B&W/Lane), which consists of Cigarette Manufacturers Supplies, Inc., a holding company for Lane Limited, which are both indirect BAT wholly-owned subsidiaries, and the US operations of Brown & Williamson Tobacco Corporation (B&W), also an indirect BAT wholly owned subsidiary, as of December 31, 2003 and for each of the two years in the period ended December 31, 2003, incorporation by reference in the prospectus, which is part of this Registration Statement and to the reference to us under the heading “Experts” in such prospectus.

/s/ Deloitte & Touche LLP

Louisville, Kentucky
December 6, 2005

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Charles A. Blixt and McDara P. Folan, III, or any one of them, each acting alone, as his or her true and lawful attorney-in-fact and agent, 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, in connection with the Registration Statement on Form S-4 (the “Registration Statement”) of Reynolds American Inc. (the “Company”), under the Securities Act of 1933, as amended (the “Securities Act”), including, without limiting the generality of the foregoing, to sign the Registration Statement on behalf of the undersigned as a director of the Company, to sign any amendments and supplements relating thereto (including post-effective amendments) under the Securities Act and to sign any instrument, contract, document or other writing of or in connection with the Registration Statement and any amendments and supplements thereto (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, including this power of attorney, with the Securities and Exchange Commission and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, each acting alone, the full power and authority to do and perform each and every act and thing requisite and 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 said attorneys-in-fact and agents, each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     IN WITNESS HEREOF, the undersigned has signed these presents this 30^th day of November, 2005.

/s/ Betsy S. Atkins

Betsy S. Atkins

/s/ John T. Chain, Jr.

John T. Chain, Jr.

/s/ E. V. (Rick) Goings

E. V. (Rick) Goings

/s/ Nana Mensah

Nana Mensah

Martin D. Feinstein

/s/ Antonio Monteiro de Castro

Antonio Monteiro de Castro

/s/ H.G.L. (Hugo) Powell

H.G.L. (Hugo) Powell

/s/ Joseph P. Viviano

Joseph P. Viviano

/s/ Thomas C. Wajnert

Thomas C. Wajnert

/s/ Neil R. Withington

Neil R. Withington

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
(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

R.J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0950247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, NC	27101
(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, NC	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, NC	27101
(Address of principal executive offices)	(Zip code)

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.)
1201 North Market Street
Suite 1702
Wilmington, DE	19801
(Address of principal executive offices)	(Zip code)

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, NC	27101
(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.)
1201 North Market Street
Suite 1702
Wilmington, DE	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, NC	27101
(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, NC	27021
(Address of principal executive offices)	(Zip code)

-3-

6.500% Secured Notes due 2010
(Title of the indenture securities)

-4-

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
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-5-

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. 333-106702.)
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.

-6-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 6th day of December, 2005.

THE BANK OF NEW YORK
By:	/S/ ROBERT A. MASSIMILLO
	Name: ROBERT A. MASSIMILLO Title:  VICE PRESIDENT

-7-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
ASSETS	In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,223,000
Interest-bearing balances		6,428,000
Securities:
Held-to-maturity securities		2,071,000
Available-for-sale securities		22,899,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		1,783,000
Securities purchased under agreements to resell		271,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		34,349,000
LESS: Allowance for loan and lease losses		557,000
Loans and leases, net of unearned income and allowance		33,792,000
Trading assets		5,761,000
Premises and fixed assets (including capitalized leases)		801,000
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		288,000
Customers’ liability to this bank on acceptances outstanding		106,000
Intangible assets:
Goodwill		2,158,000
Other intangible assets		765,000

Other assets		5,391,000
Total assets	$	85,737,000
LIABILITIES
Deposits:
In domestic offices	$	35,878,000
Noninterest-bearing		16,458,000
Interest-bearing		19,420,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		26,474,000
Noninterest-bearing		448,000
Interest-bearing		26,026,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		3,200,000
Securities sold under agreements to repurchase		101,000
Trading liabilities		2,914,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		1,247,000
Not applicable
Bank’s liability on acceptances executed and outstanding		108,000
Subordinated notes and debentures		1,440,000
Other liabilities		6,119,000
Total liabilities	$	77,481,000
Minority interest in consolidated subsidiaries		141,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,092,000
Retained earnings		4,976,000
Accumulated other comprehensive income		-88,000
Other equity capital components		0
Total equity capital		8,115,000

Total liabilities, minority interest, and equity capital $ 85,737,000

     I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,          
Executive Vice President and Comptroller          

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors

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
(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation	(I.R.S. employer
if not a U.S. national bank)	identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

R.J. Reynolds Tobacco Holdings, Inc.
(Exact name of obligor as specified in its charter)

Delaware	56-0950247
(State or other jurisdiction of	(I.R.S. employer
incorporation or organization)	identification no.)
401 North Main Street
Winston-Salem, NC	27101
(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, NC	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, NC	27101
(Address of principal executive offices)	(Zip code)

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.)
1201 North Market Street
Suite 1702
Wilmington, DE	19801
(Address of principal executive offices)	(Zip code)

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, NC	27101
(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.)
1201 North Market Street
Suite 1702
Wilmington, DE	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, NC	27101
(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, NC	27021
(Address of principal executive offices)	(Zip code)

-3-

7.300% Secured Notes due 2015
(Title of the indenture securities)

-4-

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
Superintendent of Banks of the State of New York	One State Street, New York, N.Y. 10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York	33 Liberty Street, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(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 Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195.)

4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121195.)

-5-

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. 333-106702.)
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.

-6-

SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 6th day of December, 2005.

THE BANK OF NEW YORK
By:	/S/ ROBERT A. MASSIMILLO
	Name: ROBERT A. MASSIMILLO Title:  VICE PRESIDENT

-7-

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business September 30, 2005, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

	Dollar Amounts
ASSETS	In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	3,223,000
Interest-bearing balances		6,428,000
Securities:
Held-to-maturity securities		2,071,000
Available-for-sale securities		22,899,000
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices		1,783,000
Securities purchased under agreements to resell		271,000
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		34,349,000
LESS: Allowance for loan and lease losses		557,000
Loans and leases, net of unearned income and allowance		33,792,000
Trading assets		5,761,000
Premises and fixed assets (including capitalized leases)		801,000
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		288,000
Customers’ liability to this bank on acceptances outstanding		106,000
Intangible assets:
Goodwill		2,158,000
Other intangible assets		765,000

Other assets		5,391,000
Total assets	$	85,737,000
LIABILITIES
Deposits:
In domestic offices	$	35,878,000
Noninterest-bearing		16,458,000
Interest-bearing		19,420,000
In foreign offices, Edge and Agreement subsidiaries, and IBFs		26,474,000
Noninterest-bearing		448,000
Interest-bearing		26,026,000
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices		3,200,000
Securities sold under agreements to repurchase		101,000
Trading liabilities		2,914,000
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)		1,247,000
Not applicable
Bank’s liability on acceptances executed and outstanding		108,000
Subordinated notes and debentures		1,440,000
Other liabilities		6,119,000
Total liabilities	$	77,481,000
Minority interest in consolidated subsidiaries		141,000
EQUITY CAPITAL
Perpetual preferred stock and related surplus		0
Common stock		1,135,000
Surplus (exclude all surplus related to preferred stock)		2,092,000
Retained earnings		4,976,000
Accumulated other comprehensive income		-88,000
Other equity capital components		0
Total equity capital		8,115,000

Total liabilities, minority interest, and equity capital $ 85,737,000

     I, Thomas J. Mastro, Executive Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,          
Executive Vice President and Comptroller          

     We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We 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 and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors

EX-99.1

EXHIBIT 99.1

FORM OF LETTER OF TRANSMITTAL

R.J. Reynolds Tobacco Holdings, Inc.

OFFER TO EXCHANGE

Up to $300,000,000

aggregate principal amount of its 6.500%

Secured Notes due 2010 that have been registered

under the Securities Act of 1933 for any and all

of its outstanding 6.500% Secured Notes due 2010

and

Up to $200,000,000

aggregate principal amount of its 7.300%

Secured Notes due 2015 that have been registered

under the Securities Act of 1933 for any and all

of its outstanding 7.300% Secured Notes due 2015

Pursuant to the Prospectus dated January [ l ], 2006

The Exchange Offer will expire at 5:00 p.m., New York City time, on February [ l ], 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

By Mail or Overnight Courier:	By Facsimile:	By Hand Delivery:
The Bank of New York	The Bank of New York	The Bank of New York
101 Barclay Street	(212) 298-1915	101 Barclay Street
Floor 7E	Reorganization Section	Floor 7E
Reorganization Section	Attn: Kin Lau	Reorganization Section
Attn: Kin Lau		Attn: Kin Lau
New York, New York 10286	Confirm by Telephone:	New York, New York 10286
	(212) 815-3750
	For Information Telephone:
	(212) 815-3750

      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.

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      The undersigned acknowledges that he or she has received and reviewed the Prospectus dated January [ l ], 2006, (as the same may be amended or supplemented from time to time, the “Prospectus”) of R.J. Reynolds Tobacco Holdings, 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 $300,000,000 in aggregate principal amount of the Company’s newly issued 6.500% Secured Notes due 2010 and up to $200,000,000 in aggregate principal amount of the Company’s newly issued 7.300% Secured Notes due 2015 (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, for a like principal amount of the Company’s outstanding 6.500% Secured Notes due 2010 and 7.300% Secured Notes due 2015 (the “Outstanding Notes”) that have not been so registered. 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 Outstanding 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 Outstanding Notes and the New Notes are guaranteed on a secured basis by Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., FHS, Inc., RJR Packaging, LLC and GMB, Inc. (the “Guarantors”). The term “Holder” as used herein means any person in whose name Outstanding 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 the Outstanding Notes 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 Outstanding Notes are to be forwarded herewith, (b) if delivery of Outstanding Notes is to be made by book-entry transfer to an account maintained by The Bank of New York (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 Outstanding Notes” and “— Book-Entry Transfers; Tender of Notes Using DTC’s Automated Tender Offer Program,” or (c) if delivery of Outstanding 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 of Outstanding Notes who wish to tender their Outstanding 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 Outstanding 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 Outstanding Notes is to be made through DTC’s ATOP program, cause a book-entry transfer of such Holder’s Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other documents required hereby to the Exchange Agent on or prior to the Expiration Date must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption “The Exchange Offer — Guaranteed Delivery Procedures.”

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      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 Outstanding 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 Outstanding 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 Outstanding 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 OUTSTANDING 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 Outstanding 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 Outstanding Notes. Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000. See Instruction 2.

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o Check here if tendered Outstanding 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 Outstanding 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 Outstanding Notes are enclosed herewith.

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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 Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes to, or to the order of, the Issuers, or transfer ownership of such Outstanding 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 Outstanding Notes; (ii) present such Outstanding Notes for transfer, and transfer such Outstanding Notes, on the books of the Company; and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Outstanding 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 Outstanding Notes tendered hereby and to acquire the New Notes issuable upon the exchange of such tendered Outstanding Notes, and that the Issuers will acquire good, marketable and unencumbered title to the tendered Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes tendered hereby;

      (ii) neither the undersigned Holder nor any beneficial owner of the Outstanding 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 Outstanding 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 Outstanding Notes tendered hereby is a broker-dealer, neither the undersigned nor any such beneficial owner purchased the Outstanding Notes directly from the Company

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for resale pursuant to Rule 144A under the Securities Act or any other available exemption from registration under the Securities Act;

      (v) if the undersigned or any beneficial owner of the Outstanding 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 Outstanding 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 Outstanding Notes tendered hereby or to transfer ownership of such Outstanding Notes on the account books maintained by DTC.

      The Exchange Offer is subject to the conditions set forth in the section of the Prospectus captioned “The Exchange Offer — Condition.” The undersigned recognizes that, as a result of these conditions (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 Outstanding Notes tendered by this Letter of Transmittal.

      For purposes of the Exchange Offer, the Issuers shall be deemed to have accepted validly tendered Outstanding Notes when, as and if the Issuers have given notice thereof to the Exchange Agent. If any tendered Outstanding Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, such unaccepted or non-exchanged Outstanding 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 or non-exchanged Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes pursuant to any one of the procedures described in the section of the Prospectus captioned “The Exchange Offer — Procedures for Tendering Outstanding Notes” and herein will, upon the Issuers’ acceptance of the Outstanding 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 Outstanding 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 agreement entered into by the Issuers and the initial purchasers of the Outstanding Notes and that, upon the issuance of the New Notes, the Issuers will have no further obligations or liabilities thereunder (except in certain limited circumstances).

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      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 Outstanding Notes accepted for exchange and return any Outstanding Notes not tendered or not accepted for exchange, in the name(s) of the undersigned (or, in either such event, in the case of Outstanding 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 Outstanding Notes accepted for exchange and return any Outstanding 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 Outstanding Notes accepted for exchange and return any Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes Tendered” above and signing this Letter of Transmittal, will be deemed to have tendered the Outstanding Notes as set forth in such box above.

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PLEASE COMPLETE AND SIGN BELOW

Signature(s): 

(If a Holder is tendering any Outstanding 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 Outstanding 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:

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A. SPECIAL ISSUANCE

INSTRUCTIONS

(See Instructions 3 and 4)

   To be completed ONLY if certificates for Outstanding Notes not exchanged and/or New Notes 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 Outstanding Notes delivered by book-entry transfer which are not accepted for exchange and/or New Notes are to be returned by credit to an account maintained at DTC other than the account indicated above.

Issue New Notes and/or Outstanding 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 Outstanding 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 Outstanding Notes not exchanged and/or New Notes 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 Outstanding Notes Tendered” in this Letter of Transmittal above.

Mail New Notes and/or Outstanding 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 Outstanding Notes are to be delivered to the person indicated above:     o

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INSTRUCTIONS

1. Delivery of this Letter of Transmittal and Outstanding Notes; Guaranteed Delivery Procedures.

      This Letter of Transmittal is to be completed by Holders of Outstanding Notes 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 Outstanding 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. Outstanding Notes tendered hereby may be tendered in whole or in part 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 Outstanding 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 Outstanding 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 of Outstanding Notes and the amount of Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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.

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2. Partial Tenders.

      Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000. If less than all of the Outstanding Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Outstanding Notes to be tendered in the box above entitled “Description of Outstanding Notes Tendered” under “Principal Amount Tendered.” A reissued certificate representing the balance of Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

      If any tendered Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes are tendered (i) by a registered holder of Outstanding 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 Outstanding 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 of Outstanding Notes 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 Outstanding 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 Outstanding Notes by book-entry transfer may request that Outstanding Notes not tendered or not exchanged be credited to such account maintained at DTC as such

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Holder may designate in the box entitled “Special Issuance Instructions.” If no such instructions are given, such Outstanding 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 of Outstanding Notes will not be obligated to pay any transfer taxes in connection with a tender of their Outstanding Notes for exchange unless a Holder instructs the Issuers to issue New Notes in the name of, or request that Outstanding 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 Outstanding 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 of Outstanding Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Outstanding Notes for exchange.

      Although the Issuers intend to notify holders of defects or irregularities with respect to tenders of Outstanding 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 Outstanding Notes.

      Any holder whose Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes to be withdrawn (the “Depositor”); (ii) identify the specific Outstanding Notes to be withdrawn (including the certificate number or numbers and principal amount of such Outstanding Notes); (iii) be signed by the

13

Holder in the same manner as the original signature on this Letter of Transmittal by which such Outstanding Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to register the transfer of such Outstanding Notes into the name of the person withdrawing the tender; and (iv) specify the name in which any such Outstanding Notes are to be registered, if different from that of the Depositor. Any Outstanding Notes so properly withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding 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 Outstanding Notes may be tendered again by following the procedures described in the Prospectus under “The Exchange Offer — Procedures for Tendering Outstanding 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 Outstanding 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 Outstanding Notes not properly tendered or any Outstanding 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 Outstanding 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
	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:    Date:   

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.

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.

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

By Mail or Overnight Courier:	By Facsimile:	By Hand Delivery:
The Bank of New York	The Bank of New York	The Bank of New York
101 Barclay Street	(212) 298-1915	101 Barclay Street
Floor 7E	Reorganization Section	Floor 7E
Reorganization Section	Attn: Kin Lau	Reorganization Section
Attn: Kin Lau		Attn: Kin Lau
New York, New York 10286		New York, New York 10286
	Confirm by Telephone:
	(212) 815-3750
	For Information Telephone:
	(212) 815-3750

EX-99.2

EXHIBIT 99.2

FORM OF NOTICE OF GUARANTEED DELIVERY

R.J. Reynolds Tobacco Holdings, Inc.

OFFER TO EXCHANGE

Up to $300,000,000 aggregate principal amount of its 6.500% Secured Notes due 2010 that have been registered under the Securities Act of 1933 for any and all of its outstanding 6.500% Secured Notes due 2010

and

Up to $200,000,000 aggregate principal amount of its 7.300% Secured Notes due 2015 that have been registered under the Securities Act of 1933 for any and all of its outstanding 7.300% Secured Notes due 2015

Pursuant to the Prospectus dated January [       l       ], 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 for the outstanding 6.500% Secured Notes Due 2010 and 7.300% Secured Notes Due 2015 (the “Outstanding Notes”) are not immediately available, (ii) the Outstanding Notes, the Letter of Transmittal and any other documents required by the Letter of Transmittal cannot be delivered to The Bank of New York (the “Exchange Agent”) on or prior to 5:00 p.m., New York City time, on February [       l       ], 2006, or such later date and time to which the Exchange Offer may be extended (the “Expiration Date”) 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 February [l], 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

By Mail or Overnight Courier:	By Facsimile:	By Hand Delivery:
The Bank of New York 101 Barclay Street Floor 7E Reorganization Section Attn: Kin Lau New York, New York 10286	The Bank of New York (212) 298-1915 Reorganization Section Attn: Kin Lau Confirm by Telephone: (212) 815-3750 For Information Telephone: (212) 815-3750	The Bank of New York 101 Barclay Street Floor 7E Reorganization Section Attn: Kin Lau New York, New York 10286

      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 R.J. Reynolds Tobacco Holdings, Inc., Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., FHS, Inc., RJR Packaging, LLC and GMB, Inc. (the “Issuers”) upon the terms and subject to the conditions set forth in the Prospectus dated January [l], 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 Outstanding 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 OUTSTANDING NOTES TENDERED
	Certificate
Name(s) and Address(es) of	Number(s)	Principal Amount
Registered Holder(s)	(if available)	Tendered*
	Total:
* Tenders of Outstanding Notes will be accepted only in integral multiples of $1,000.
o  Check here if tendered Outstanding 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 Outstanding 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 Outstanding Notes tendered hereby in proper form for transfer (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent’s account at The Depository Trust Company (“DTC”), pursuant to the procedures for book-entry transfer set forth in the Prospectus), 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 Outstanding 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 Outstanding 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 Outstanding Notes with this form. Outstanding Notes should be sent to the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal.

3 EX-99.3 27 g98673exv99w3.htm EX-99.3

EXHIBIT 99.3

FORM OF NOTICE TO INVESTORS

R.J. Reynolds Tobacco Holdings, Inc.

OFFER TO EXCHANGE

Up to $300,000,000

aggregate principal amount of its 6.500%

Secured Notes due 2010 that have been registered

under the Securities Act of 1933 for any and all

of its outstanding 6.500% Secured Notes due 2010

and

Up to $200,000,000

aggregate principal amount of its 7.300%

Secured Notes due 2015 that have been registered

under the Securities Act of 1933 for any and all

of its outstanding 7.300% Secured Notes due 2015

This offer will expire at 5:00 p.m., New York City time, on February [ l ], 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 January [ l ], 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 R.J. Reynolds Tobacco Holdings, Inc. (the “Company”) and Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., FHS, Inc., RJR Packaging, LLC and GMB, Inc. (together with the Company, the “Issuers”) to exchange up to $300,000,000 in aggregate principal amount of the Company’s newly issued 6.500% Secured Notes due 2010 and up to $200,000,000 in aggregate principal amount of the Company’s newly issued 7.300% Secured Notes due 2015 (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, for a like principal amount of the Company’s outstanding 6.500% Secured Notes due 2010 and 7.300% Secured Notes due 2015 (the “Outstanding Notes”) that have not been so registered, 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 Outstanding 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 certain customary conditions. See “The Exchange Offer — Condition” in the Prospectus. The Outstanding Notes may be tendered only in integral multiples of $1,000.

      We have forwarded this material to you as the beneficial owner of Outstanding Notes carried by us for your account or benefit but not registered in your name. A tender of any Outstanding 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 Outstanding 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 Outstanding Notes.

      Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding 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 February [ l ], 2006, unless extended. Tenders of Outstanding 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 Outstanding Notes. The terms of the New Notes are identical in all material respects to the Outstanding Notes, except that the New Notes will not contain certain transfer restrictions relating to the Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes tendered;

      (ii) neither the Holder nor any beneficial owner of the Outstanding 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 Outstanding 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 Outstanding Notes tendered is a broker-dealer, neither such Holder nor any such beneficial owner purchased the Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding Notes held by us and registered in our name for your account or benefit.

INSTRUCTIONS

      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 OUTSTANDING NOTES INDICATED BELOW (OR, IF NO AGGREGATE PRINCIPAL AMOUNT IS INDICATED BELOW, ALL OUTSTANDING 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 Outstanding 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 Outstanding Notes to be tendered if I wish to tender less than all of my Outstanding Notes.

o Please DO NOT TENDER my Outstanding 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 Outstanding Notes are to be exchanged.

3 EX-99.4 28 g98673exv99w4.htm EX-99.4

EXHIBIT 99.4

FORM OF NOTICE TO BROKER DEALERS

R.J. Reynolds Tobacco Holdings, Inc.

OFFER TO EXCHANGE

Up to $300,000,000

aggregate principal amount of its 6.500%

Secured Notes due 2010 that have been registered

under the Securities Act of 1933 for any and all

of its outstanding 6.500% Secured Notes due 2010

and

Up to $200,000,000

aggregate principal amount of its 7.300%

Secured Notes due 2015 that have been registered

under the Securities Act of 1933 for any and all

of its outstanding 7.300% Secured Notes due 2015

January [ l ], 2006

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

      Enclosed for your consideration is a Prospectus, dated January [ l ], 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 R.J. Reynolds Tobacco Holdings, Inc. (the “Company”) and Reynolds American Inc., R. J. Reynolds Tobacco Company, RJR Acquisition Corp., R. J. Reynolds Tobacco Co., FHS, Inc., RJR Packaging, LLC and GMB, Inc. (together with the Company, the “Issuers”) to exchange up to $300,000,000 in aggregate principal amount of the Company’s newly issued 6.500% Secured Notes due 2010 and up to $200,000,000 in aggregate principal amount of the Company’s newly issued 7.300% Secured Notes due 2015 (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, for a like principal amount of the Company’s outstanding 6.500% Secured Notes due 2010 and 7.300% Secured Notes due 2015 (the “Outstanding Notes”) that have not been so registered, 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 Outstanding Notes, except for transfer restrictions, registration rights and rights to additional interest that do not apply to the New Notes. Outstanding Notes may only be tendered in integral multiples of $1,000.

      We are asking you to contact your clients for whom you hold Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 Outstanding 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 January [ l ], 2006;

      2. a Letter of Transmittal for your use in the exchange of Outstanding Notes and for the information of your clients. Facsimile copies of the Letter of Transmittal may be used to exchange the Outstanding Notes;

      3. a form of letter which may be sent to your clients for whose accounts you hold Outstanding 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, 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 February [ l ], 2006, unless extended. Please furnish copies of the enclosed materials to those of your clients for whom you hold Outstanding Notes registered in your name or your nominee as quickly as possible.

      In most cases, exchanges of Outstanding 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 Outstanding 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 Outstanding Notes wish to tender, but it is impracticable for them to forward their certificates for Outstanding 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 Outstanding 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 constitute 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