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                                                                   Exhibit 10.58

                                 R. J. REYNOLDS

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                            Effective January 1, 1987

                              Amended and Restated:
                                 January 1, 2004

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                                 R. J. REYNOLDS

                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                                    CONTENTS

<TABLE>
<CAPTION>
Section                                         Page
-------                                         ----
<S>                                             <C>
1. Purpose of Plan                               1

2. Definitions                                   1

3. Eligibility                                   4

4. Executive Plan Benefit                        4

5. Early Retirement                              5

6. Postponed Retirement                          5

7. Settlement Election                           6

8. Pre-Retirement Spouse's Benefit               6

9. Disability                                    7

10. Forfeitures                                  7

11. Miscellaneous                                7
</TABLE>

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                                 R. J. REYNOLDS
                     SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

                          (Effective January 1, 1987 -
                    As Amended and Restated January 1, 2004)

Section 1. Purpose of Plan

         The R. J. Reynolds Supplemental Executive Retirement Plan provides
supplemental pension benefits for selected high level officers and executives of
the Company. This Plan is adopted for the purpose of providing consistent and
competitive benefits among such officers and executives at an established normal
retirement age and of facilitating succession planning for the Company.

Section 2. Definitions

         When used herein, the words and phrases defined hereinafter shall have
the following meaning unless a different meaning is clearly required by the
context. Other than terms specifically defined herein, capitalized terms used in
the Plan shall refer to the same or substantially equivalent terms defined in
the applicable Retirement Plan. Masculine pronouns include feminine pronouns
wherever used and vice versa.

         2.1 "Actuarial Equivalent" means a benefit of equivalent value when
computed on the basis of the factors and interest rates for the applicable form
of benefit under the Retirement Plan.

         2.2 "Affiliated Company" means any company more than 50% of the voting
stock of which is directly or indirectly owned by RJR or by any successor, and
each trade or business (whether or not incorporated) controlled by RJR or with
which RJR is under common control.

         2.3 "Average Final Compensation" means the Participating Executive's
average annual compensation determined in the same manner as "Final Average
Earnings" is determined under the R. J. Reynolds Retirement Plan; except that
the limitations of Internal Revenue Code Section 401(a)(17) shall not be
imposed.

         2.4 "Board of Directors" means the Board of Directors of RJR.

         2.5 "Change of Control" means a "Change of Control" of RJR and shall be
deemed to have occurred if:

         (a)      any "person," as such term is used in Sections 13(d) and 14(d)
                  of the Securities Exchange Act of 1934, (the "Exchange Act")
                  (other than the RJR, any trustee or other fiduciary holding
                  securities under any employee benefit plan of RJR, or any
                  company owned, directly or indirectly, by the stockholders of
                  RJR in substantially the same proportions as their ownership
                  of stock of RJR), is or becomes the "beneficial owner" (as
                  defined in Rule 13d-3 under the Exchange Act), directly or

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                  indirectly, of securities of RJR representing 30% or more of
                  the combined voting power of RJR's then outstanding
                  securities;

         (b)      during any period of two consecutive years (not including any
                  period prior to the adoption of this amendment to the Plan
                  which was effective July 21, 1988), individuals who at the
                  beginning of such period constitute the Board of Directors,
                  and any new director (other than a director designated by a
                  person who has entered into an agreement with RJR to effect a
                  transaction described in clause (a), (c) and (d) of this
                  Section 2.5) whose election by the Board of Directors or
                  nomination for election by RJR's stockholders was approved by
                  a vote of at least two-thirds (2/3) of the directors then
                  still in office who either were directors at the beginning of
                  the period or whose election or nomination for election was
                  previously so approved, cease for any reason to constitute at
                  least a majority thereof,

         (c)      the stockholders of RJR approve a merger or consolidation of
                  RJR with any other corporation, other than a merger or
                  consolidation which would result in the voting securities of
                  RJR outstanding immediately prior thereof continuing to
                  represent (either by remaining outstanding or by being
                  converted into voting securities of the surviving entity) more
                  than 80% of the combined voting power of the voting securities
                  of RJR or such surviving entity outstanding immediately after
                  such merger or consolidation; provided, however, that a merger
                  or consolidation effected to implement a recapitalization of
                  RJR (or similar transaction) in which no "person" (as
                  hereinabove defined) acquires more than 25% of the combined
                  voting power of RJR's then outstanding securities shall not
                  constitute a change in control of RJR; or

         (d)      the stockholders of RJR approve a plan of complete liquidation
                  of RJR or an agreement for the sale or disposition by RJR of
                  all or substantially all of RJR's assets.

         2.6 "Chief Executive Officer" means the Chief Executive Officer of RJR.

         2.7 "Code" means the Internal Revenue Code of 1986, as it may be
amended from time to time.

         2.8 "Committee" means the Compensation Committee of the Board of
Directors.

         2.9 "Company" means RJR and its Affiliated Companies, and any successor
to any of said companies if such successor be RJR or an Affiliated Company.

         2.10 "Effective Date" means January 1, 1987. The effective date of this
amendment and restatement is January 1, 2004.

         2.11 "Executive Plan Benefit" means the annual benefit payable to a
Participating Executive under Section 4 hereof.

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         2.12 "Other Pension Plan" means any defined benefit pension plan of the
Company intended to qualify under Section 401(a) of the Code.

         2.13 "Normal Retirement Age" shall mean the retirement age established
by the Participating Executive's Participation Agreement that provides a date
certain that is the first of the month coincident with or next following such
age; provided, that the date certain may not be earlier than the first day of
the month coincident with or next following his 60th birthday, nor later than
the first day of the month coincident with or next following his 65th birthday.
Notwithstanding the foregoing, if a Participating Executive become entitled to
commence receipt of compensation continuance, as referred to in Section 11(a)
hereof, from the Company or salary continuation under a salary and benefit
continuation plan of the Company or Affiliated Company, after the date of a
Change of Control but on or before the first anniversary of the date of a Change
of Control, and by the end of the period during which compensation continuance
is payable (or if the Participating Executive received a lump sum settlement in
lieu thereof, by the end of the period compensation continuance would have been
payable but for the lump sum settlement) or the period during which salary
continuation is payable, he has attained age 50, and his age and Service when
added together equal or exceed 70, he shall be deemed to have attained his
Normal Retirement Age as of that date.

         2.14 "Participating Executive" means an executive of the Company who
has been designated to participate in this Plan pursuant to Section 3(a) hereof.

         2.15 "Participation Agreement" means the agreement entered into by a
Participating Executive and the Chief Executive Officer pursuant to Section 3(a)
hereof.

         2.16 "Plan" means the R. J. Reynolds Supplemental Executive Retirement
Plan, as set forth herein or as may be hereafter amended.

         2.17 "Retirement Plan" means that tax-qualified defined benefit pension
plan sponsored by the Company in which the Participating Executive is an active
participant on the day immediately preceding his termination of employment,
together with any other non-qualified retirement plans of the Company which
provide benefits solely in excess of the maximum dollar limitation under the
Code or primarily to highly compensated and managerial employees to the extent
that such plans provide defined benefit pension benefits.

         2.18 "RJR" means R.J. Reynolds Tobacco Holdings, Inc.

         2.19 "Service" means all service with the Company recognized for
vesting purposes under the Retirement Plan applicable to the particular
Participating Executive, as modified by Section 11(a) hereof.

         2.20 "Social Security Benefit" means an amount equal to .75% of an
Executive's Final Average Covered Compensation times years of Service up to 35
years. Covered Compensation means the average of the contribution and benefit
bases in effect under Section 230 of the Social Security Act for each year in
the 35-year period ending with the year in which the Executive attains age 65
(assuming for any year prior to the year in which the Executive attains age 65
that there is no increase in the basis after the year in which the calculation
is made). Final Average

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Covered Compensation is the lesser of the Executive's Covered Compensation or
his Average Final Compensation for the 3-consecutive year period ending with the
current year.

Section 3. Eligibility

         (a)      Eligibility to participate in the Plan is restricted to
elected officers of RJR designated by the Committee. In addition, the Chief
Executive Officer may designate other senior executives of the Company who are
in key management positions. Participation must be effected by the execution of
a Participation Agreement by the Participating Executive and the Chief Executive
Officer.

         (b)      No Participating Executive is entitled to receive or vest in a
benefit under the Plan unless he:

                  (i)      has completed at least five years of Service with the
         Company, and

                  (ii)     retires directly from active or inactive payroll
         status with the Company at his Normal Retirement Age, unless (A) the
         Chief Executive Officer (or, with respect to the Chief Executive
         Officer, the Committee) approves in writing a different retirement age
         or, (B) his employment is involuntarily terminated under an agreement
         providing for compensation continuance which ceases no earlier than the
         Participating Executive's attainment of age 50, and

                  (iii)    fully complies with any other special conditions that
         may be set forth in his Participation Agreement.

Section 4. Executive Plan Benefit

         At Normal Retirement Age, a Participating Executive will be entitled to
receive an Executive Plan Benefit, computed in the form of a Single Life Annuity
that provides the greatest of (a), (b) or (c) below, offset as provided in (d),
and subject to (e):

         (a)      An amount equal to 2.5% of Average Final Compensation
multiplied by the number of whole and fractional years of Service, not to exceed
50% of such Average Final Compensation.

         (b)      An amount equal to 33.33% of Average Final Compensation.

         (c)      An amount equal to the Participating Executive's
employer-provided accrued benefit under the Retirement Plan and any Other
Pension Plan at Normal Retirement Age without any reduction in the accrued
benefit for early retirement.

         (d)      The amount payable in accordance with (a), (b) or (c) above
will be offset by the employer-provided benefit determined as of the date this
Executive Plan Benefit commences payment payable to the Participating Executive
from the Retirement Plan and any Other Pension Plan. The amount of the
Retirement Plan and Other Pension Plan benefits to be offset shall be calculated
after any reductions to such benefits for early retirement or a Joint and 50%
Survivor

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(Spouse) Annuity, but before reduction or offset, if any, for Social Security
under the Retirement Plan or Other Pension Plan benefit. If the Participating
Executive has any option under the Retirement Plan to elect a benefit that is
not the Actuarial Equivalent of his accrued benefit under the Retirement Plan,
the offset amount will be based on the benefit with the greatest present value
under the Retirement Plan without regard for the form of benefit actually
elected. Commencing at age 62 or at the commencement of payment of this
Executive Plan Benefit, if later, the amount payable in accordance with (a), (b)
or (c) above will also be offset by the Social Security Benefit, whether or not
the Participating Executive has commenced to receive any benefits from the
Social Security Administration; provided, however, that no offset by the Social
Security Benefit shall be made if the Executive Plan Benefit is calculated under
paragraph (c) above based on a formula which does not include a Social Security
offset.

         (e)      A Participating Executive with less than 13 1/2 years of
Service at his Normal Retirement Age, who is entitled to receive any defined
benefit pension from prior employers, including any governmental agency, will
have his Executive Plan Benefit as determined in (a)-(d) above further reduced
by the amount by which the sum of his employer-provided annual defined benefit
pension benefit from such prior employers, the Plan, the Retirement Plan and any
Other Pension Plan together with his Social Security Benefit would, in the
aggregate on an Actuarially Equivalent basis, exceed 50% of his Average Final
Compensation.

Section 5. Early Retirement

         A Participating Executive who retires prior to his Normal Retirement
Age and whose benefits are not otherwise forfeited pursuant to Section 10(a)
hereof will be entitled to receive an Early Retirement Executive Plan Benefit
which shall be the Executive Plan Benefit determined pursuant to Section 4(a),
(b), or (c) hereof reduced by 1/4 of 1% for each month that such benefit is to
commence prior to his Normal Retirement Age. No such benefit, however, shall be
payable if employment termination, or the expiration of compensation continuance
under any Employment Agreement or severance program, for any reason occurs prior
to the Executive's 50th birthday and completion of at least five (5) years of
Service. Any Early Retirement Executive Plan Benefit will be calculated so that
all offsets made on an actuarially equivalent basis will be taken after the
foregoing reduction in the Executive Plan Benefit for early retirement under
this Section but before any reduction or offset for Social Security under the
Retirement Plan or Other Pension Plan benefit. For purposes of calculating the
offset described in Section 4(e) hereof, a Participating Executive's years of
Service shall be determined as of the date of his retirement prior to his Normal
Retirement Age. Commencing at age 62 or at the commencement of payment of this
Executive Plan Benefit for early retirement, if later, the amount payable in
accordance with this Section 5 will be offset by the Social Security Benefit,
whether or not the Participating Executive has commenced to receive any benefits
from the Social Security Administration.

Section 6. Postponed Retirement

         A Participating Executive whose retirement is postponed beyond his
Normal Retirement Age with the written consent of the Chief Executive Officer
(or in the case of the Chief Executive Officer, the Committee), may not commence
to receive an Executive Plan Benefit until the first day of the month next
following his actual retirement date. The Executive Plan

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Benefit payable to such Participating Executive will not be increased due to
Service subsequent to his Normal Retirement Age, unless otherwise agreed to by
the Chief Executive Officer (or, in the case of the Chief Executive Officer, the
Committee).

Section 7. Settlement Election

         (a)      The benefit payable to an unmarried Participating Executive
shall be paid in the form of a Single Life Annuity. The benefit payable to a
married Participating Executive shall be paid in the form of a Single Life
Annuity together with the following spouse's benefit. If the Participating
Executive is married at the time his Executive Plan Benefit commences payment
and is survived by that spouse at his death, such spouse shall be paid,
commencing with a payment for the first calendar month next following the date
of the Participating Executive's death, a benefit equal to that which the
surviving spouse would have received if the Participating Executive had elected
on the day before his retirement to receive his then payable Executive Plan
Benefit as a Joint and 50% Survivor (Spouse) Annuity.

         (b)      Notwithstanding the foregoing, the Committee in its sole
discretion may alter the form of the monthly benefit under this Plan to a form
of annuity payment substantially the same form as that elected by the
Participating Executive under the qualified portion of the Retirement Plan on an
Actuarial Equivalent basis.

Section 8. Pre-Retirement Spouse's Benefit

         If the Participating Executive dies, having completed at least five
years of Service, on or after his 50th birthday and prior to his retirement, his
surviving spouse, if any, will be paid an annual benefit for life equal to the
amount she would have received if the Participating Executive had retired the
day prior to his death and had elected to receive his Executive Plan Benefit in
the normal form for a married Participating Executive in Section 7 hereof. If
the Participating Executive dies, having completed at least five years of
Service, prior to his 50th birthday, his surviving spouse, if any, will be paid
an annual benefit for life commencing when the Participating Executive would
have attained age 50 equal to the amount she would have received if the
Participating Executive had terminated employment as of the date of his death
and without forfeiture of any Executive Plan Benefit under Section 10 hereof,
survived to age 50 and had elected immediate early retirement of his Executive
Plan benefit in the normal form for a married Participating Executive in Section
7. If the Participating Executive's surviving spouse elects to receive a lump
sum benefit from the Retirement Plan, the benefit payable under this Section
shall be reduced by the actuarial equivalent of that lump sum under the
Retirement Plan. If the Participating Executive (who has completed at least five
years of Service as of his date of death) dies during salary continuation
provided under an agreement with the Company, the calculation of the amount of
benefit provided under this Section 8 will include Service from the date of
death to the date the Participating Executive would have completed such salary
continuation.

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Section 9. Disability

         If the Participating Executive is receiving benefit payments under the
Company's Long-Term Disability Plan, the Executive Plan Benefit when payable
shall be reduced (in addition to any other reductions or offsets under this
Plan) by the amount of any such disability benefits as and when paid for the
same period.

Section 10. Forfeitures

         (a)      A Participating Executive forfeits any right to benefits under
this Plan if he (i) declines to retire at his Normal Retirement Age, (ii)
terminates employment prior to his Normal Retirement Age without written consent
of the Company's Chief Executive Officer (or, with respect to the Chief
Executive Officer, without the Committee's written consent), unless due to such
termination he is entitled to disability benefits or compensation continuance
under an Employment Agreement or Company severance program, or (iii) is
involuntarily terminated for "cause". Termination for cause shall arise where
termination results from (a) criminal dishonesty, (b) deliberate and continual
refusal to perform employment duties on substantially a full-time basis, (c)
deliberate and continual refusal to act in accordance with any specific
instructions of a majority of the Company's Board of Directors, (d) disclosure
of confidential information or trade secrets concerning the Company without the
Company's consent or (e) deliberate misconduct which could be materially
damaging to the Company without reasonable good faith belief by the
Participating Executive that such conduct was in the best interest of the
Company.

         (b)      An Executive Plan Benefit shall cease to be paid to any
Participating Executive who discloses confidential information or trade secrets
concerning the Company without the Company's consent, or engages in any activity
that is materially damaging to the Company. Any cessation of benefits must be
approved by the Committee.

         (c)      To the extent that the benefit under this Plan, or any portion
thereof, is provided to the Participating Executive or his beneficiary by funds
from the Company's Excess Benefit Master Trust or Master Trust Agreement, as
amended from time to time, such benefit or portion thereof shall be forfeited
and the Participating Executive or his beneficiary shall have no further right
or claim under this Plan but shall only look to the funds from said Trust for
the benefit or portion thereof.

Section 11. Miscellaneous

         (a)      If the Participating Executive is covered by an Employment
Agreement with the Company, or any other agreement which provides for continued
accrual of pension benefits under the Retirement Plan for the Compensation
Period as defined in the Employment Agreement or a period of time of
compensation continuance resulting from involuntary termination of employment,
such period shall be considered as Service for purposes of determining benefits
payable under this Plan as if the Participating Executive continued to be
employed until the end of such period notwithstanding any election by the
Participating Executive to receive a lump sum settlement in lieu thereof.

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         (b)      This Plan shall be administered and interpreted by the
Committee or its duly authorized designee, whose decisions shall be final.
Wherever applicable, interpretation of this Plan shall be consistent with the
terms of the Retirement Plan.

         (c)      Nothing in this plan shall be construed as giving any
Participating Executive the right to be retained in the Company's employ at all
or for any specified period in any particular position, or any right to any
payment whatsoever except to the extent provided for by this Plan or by any
employment or other agreement. The Company expressly reserves the right to
dismiss any Participating Executive at any time.

         (d)      No benefit or promise hereunder shall be secured by any
specific assets of the Company and no Participating Executive or his beneficiary
shall have any rights other than that of an unsecured general creditor of the
Company; provided, however, that nothing herein shall diminish any rights of a
Participating Executive or his beneficiary under the terms of any other benefit
plan of the Company. The Company reserves the right to set aside or otherwise
aggregate assets for the purpose of paying the obligations under this Plan but
any such assets shall not alter the unfunded status of this Plan nor give any
Participating Executive or his beneficiary any rights greater than the rights of
a general creditor of the Company.

         (e)      The benefits payable under this Plan may not be assigned by
any Participating Executive nor anticipated in any way.

         (f)      As of the Effective Date, this Plan supersedes any other plan
or agreement of enhanced retirement for which any Participating Executive is
eligible; provided, however, any excess benefit plan designed to provide
benefits precluded by the limitations of the Code from being provided under the
Retirement Plan or any Other Pension Plan shall not be superseded by this Plan.

         (g)      The Company reserves the right to amend, modify or discontinue
the benefits provided hereunder to any extent and at any time except that no
such amendment, modification or discontinuance shall reduce the accrued benefits
of the Participant hereunder or reduce the degree of vesting of such benefits.

         (h)      Upon a Change of Control, any Participating Executive with
whom the Company has entered into an employment contract that so provides will
be immediately vested in his entitlement to an Executive Plan Benefit without
regard to Sections 3 or 10 hereof.

         (i)      The Plan has been made in and shall be governed and construed
in accordance with the laws of the State of Delaware.

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