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EXHIBIT 2.8
JOINDER AGREEMENT, dated as of January 9, 2004 (this
"Lane Joinder Agreement"), among American Cigarette Company
Overseas B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid)
incorporated under the laws of the Netherlands ("ACC"),
Cigarette Manufacturers Supplies Inc., a Delaware corporation
("CMS"), R.J. Reynolds Tobacco Holdings, Inc., a Delaware
corporation ("RJR"), and Reynolds American Inc., a North
Carolina corporation ("Reynolds American").
WHEREAS Section 8.10 of the Stock Purchase Agreement, dated as
of
October 27, 2003 (the "Lane Agreement"),
among ACC, CMS and RJR, contemplates
that Reynolds American will become a party
to the Lane Agreement; and
WHEREAS ACC, CMS, RJR and Reynolds American have agreed that
Reynolds American will become a party to
the Lane Agreement.
NOW, THEREFORE, Reynolds American hereby agrees with ACC, CMS,
and
RJR as follows:
SECTION 1. Reynolds American, by its signature, hereby becomes
a
party to the Lane Agreement with the same
force and effect as if originally
named as a party therein and hereby agrees
t
