EX-2.5JOINDER AGREEMENT,

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                                                                     EXHIBIT 2.5

                        JOINDER AGREEMENT, dated as of January 9, 2004 (this

                  "Agreement"), among REYNOLDS AMERICAN INC., a North Carolina

                   corporation ("Reynolds American"), BROWN & WILLIAMSON TOBACCO

                  CORPORATION, a Delaware corporation ("B&W"), and R.J. REYNOLDS

                  TOBACCO HOLDINGS, INC., a Delaware corporation ("RJR").

            WHEREAS Section 6.03(c) of the Business Combination Agreement, dated

as of October 27, 2003 (the "Combination Agreement"), between B&W and RJR,

contemplates that Reynolds American will become a party to the Combination

Agreement; and

            WHEREAS Reynolds American, B&W and RJR have agreed that Reynolds

American will become a party to the Combination Agreement.

            NOW, THEREFORE, Reynolds American hereby agrees with B&W and RJR as

follows:

            SECTION 1. Reynolds American, by its signature, hereby becomes a

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