Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement,

Exhibit 10.67

REYNOLDS AMERICAN INC.

[____________ __, 200_]

[Name]
[Street]
[City, State, Zip]

Re: Special Severance Benefits and Change of Control Protections

     As consideration for your entering into the Non-Competition, Non-Disclosure of Confidential Information and Commitment to Provide Assistance Agreement, attached hereto as Exhibit A and made a part of this document, you will be eligible for special severance and certain change of control protections from Reynolds American Inc. (the “Company”), the terms and conditions of which are set forth below. This agreement will amend and supersede the prior letter agreement regarding Special Severance Benefits and Change of Control Protections, dated                        , _______, between you and the Company, or an affiliate of the Company (the “Prior Agreement”) and any other severance agreements entered into prior to the date hereof.

1.

Special Severance Benefits.

(a)

If, during the course of your employment with the Company or any of its affiliates, you incur a Separation from Service other than (1) by reason of disability or death, (2) by the Company or any of its affiliates for Cause or (3) by you without General Good Reason, you will receive:

(i)

An amount equal to two (2) years’ pay (defined as base pay and target bonus at the time of your Termination Date (as defined below)), payable as follows:

(A) If your Termination Date occurs prior to January 1, 2010, such amount shall be paid in cash to you in equal monthly installments (or more frequent installments as determined by the Company) over the Severance Period (as defined below) commencing on the last day of the month after the sixtieth (60th) calendar day following the Termination Date (the “Payment Date”); or

(B) If your Termination Date occurs on or after January 1, 2010, such amount shall be paid in cash to you in a single lump sum on your Payment Date.

For purposes of this agreement, (x) “Termination Date” means the date on which you incur a Separation from Service in accordance with this Section 1(a)(i) and (y) “Severance Period” means the three (3) year period

following your Termination Date. A “Separation from Service” shall be deemed to have occurred on the date on which the level of bona fide services reasonably anticipated to be performed by you is forty-five percent (45%) or less of the average level of bona fide services performed by you during the immediately preceding thirty-six (36) month period (or your full period of service if you have been providing services for less than thirty-six (36) months).

	(ii)		An amount equal to the matching contributions and/or retirement enhancement contributions, if any, that would be contributed by the Company on your behalf under the Company’s qualified defined contribution plan (the “CIP”) and nonqualified defined contribution benefit plans assuming that (A) you had continued to be employed as an active participant in the CIP throughout the Severance Period, (B) your pay was equal to the amount determined in Section 1(a)(i) above and (C) you contributed in an amount that would have provided for the maximum matching contributions during the Severance Period (without regard to any amendment to the CIP made subsequent to your Termination Date which reduces the matching contributions and/or retirement enhancement contributions thereunder). The benefit described in this Section 1(a)(ii) shall be paid in cash to you in a single lump sum on your Payment Date.
	(iii)		If you are eligible to participate in the Company’s defined benefit pension plan as of your Termination Date, an additional pension benefit determined as if your employment with the Company or an affiliated company had continued throughout the Severance Period, and calculated as if your base pay and target bonus for such additional period remained at the level in effect on your Termination Date, which benefit shall be provided under and paid pursuant to the terms of the Company’s qualified retirement plans to the extent permitted thereunder or under a nonqualified plan established and maintained by the Company or an affiliated company.
	(iv)		Continuation of the coverage of you (and where applicable, your eligible dependents) under the Company’s medical, life, dental and vision insurance benefit plans until the end of the month in which your Severance Period ends, at the same cost structure as active employees; provided, however, that following your Termination Date you will be covered by the fully insured medical, dental and vision plans maintained by the Company. Your required payments, if any, towards the cost for such continuation coverage shall be made on an after-tax basis.
	(v)		If you are eligible for retiree health and life insurance coverage on your Termination Date, additional age and service credit towards eligibility for retiree health and life insurance coverage determined as if your employment with the Company or an affiliated company had continued throughout the Severance Period.

	(vi)		If you participate in an executive supplemental payment plan on your Termination Date, you will continue to receive the annual executive supplemental payment that you were entitled to receive on your Termination Date until the end of your Severance Period. Such annual payment shall be made (A) in January of each year of the Severance Period if your Termination Date occurs prior to January 1, 2010, or (B) in a single lump sum on your Payment Date if your Termination Date occurs on or after January 1, 2010.
	(vii)		If you are eligible to participate in the Company’s MedSave Plan as of your Termination Date, an amount equal to the contributions that would have been credited as Company contributions to your notional account under the MedSave Plan assuming that (A) you had continued to be employed as an active participant in the MedSave Plan throughout the Severance Period and (B) the Company had credited your notional account thereunder with the maximum amount of matching contributions each year during the Severance Period, shall be paid in cash to you in a single lump sum on your Payment Date.
	(viii)		If you actively participate in any of the Company’s voluntary, employee pay-all plans or programs on your Termination Date, you may continue to participate in such plan or program, pursuant to the terms and conditions set forth therein, until the end of your Severance Period.
	(ix)		These special severance benefits replace any compensation or benefits under the Reynolds American Salary and Benefits Continuation Program (“SBC”). It is intended that you will not receive any less pay or benefits than provided under the SBC; provided, however, that any payment or benefit provided under this Section 1(a) is conditioned upon your execution of the release described in Section 3(a) and the expiration of any applicable revocation period occurring on or before your Payment Date. In the event that you do not execute the release described in Section 3(a), you will not be entitled to any benefits under this agreement and will be entitled only to those benefits provided under the SBC.
	(x)		If you should die during your Severance Period, any cash amounts under this Section 1(a) that remain unpaid as of the date of your death shall be paid in cash to your estate in a single lump sum within ninety (90) days following the date of your death, provided that your estate shall not have the right to designate the payment date.

(b)

For purposes of this agreement, “Cause” means the occurrence of any one or more of the following : (i) your criminal conduct; (ii) your deliberate and continual refusal to perform employment duties on substantially a full time basis; (iii) your deliberate and continual refusal to act in accordance with any specific lawful instructions of an authorized officer or employee more senior than you or a majority of the Board of Directors of the Company; or (iv) your deliberate

misconduct which could be materially damaging to the Company or any of its business operations without a reasonable good faith belief by you that such conduct was in the best interests of the Company. A termination of employment shall not be deemed for Cause hereunder unless the senior human resources executive of the Company (or the Chief Executive Officer of the Company, in the case of the termination of employment of the senior human resources executive of the Company) shall confirm that any such termination of employment is for Cause. Any voluntary termination of employment by you in anticipation of an involuntary termination of employment for Cause shall be deemed to be a termination of employment for Cause.

(c)

Notwithstanding any provision to the contrary contained herein, in the event that you are deemed to be a “specified employee” on your Termination Date, determined pursuant to procedures adopted by the Comp