GUARANTEE OF JT INTERNATIONAL HOLDING B.V.

Exhibit 10.2

GUARANTEE OF JT INTERNATIONAL HOLDING B.V.

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

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

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

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

3.

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

4.

Subrogation. Upon payment of the Obligation in full (but not otherwise), the Guarantor shall be subrogated to the rights of the Guaranteed Party against Gallaher with respect to such Obligation, and the Guaranteed Party agrees to take at the Guarantor’s expense su