exv10w33






Exhibit 10.33




REYNOLDS AMERICAN INC.

INDEPENDENT DIRECTORS’ COMPENSATION SUMMARY (Effective 1/1/2010)





	1.	 	Fees/Expense Reimbursement





	 	 	 	 	 	 	 
	 

	 	Fees:
	 	•
	 	Board retainer fee of $60,000 per year.
	 

	 	 	 	•
	 	Lead Director retainer fee of $30,000 per year.
	 

	 	 	 	•
	 	Chairperson retainer fees of $20,000 per year for the
Audit and Finance Committee chair, $10,000 per year for the
Compensation and Leadership Development Committee chair, and
$10,000 per year for the Corporate Governance and Nominating
Committee chair.
	 

	 	 	 	•
	 	Committee meeting attendance fees of $1,500 per meeting.
	 

	 	 	 	•
	 	Board meeting attendance fees of $1,500 per meeting.







	 	 	 	Fees are payable quarterly in arrears, but may be deferred in 25% increments in cash and/or in
deferred stock units until termination of active directorship or until a selected year in the
future. To be tax effective, an irrevocable deferral election must be made in the year prior
to the year fees would otherwise be payable.





	 	 	 	 	 
	 

	 	Expense Reimbursement:
	 	Directors are reimbursed for actual expenses incurred in connection
with attendance at Board and committee meetings, including transportation and lodging expenses.







	2.	 	Equity Incentive Award Plan






	 	•	 	Upon election to the Board, an independent director receives an initial
grant of 3,500 deferred stock units or, at the director’s election, 3,500
shares of RAI common stock.
	 
	 	•	 	Annual grant of 2,000 deferred stock units; made at the time of the
Annual Meeting; immediately vested. Director can elect to receive non-deferred
award of 2,000 shares of RAI common stock in lieu of deferred stock units.
	 
	 	•	 	Quarterly grants of deferred stock units on the last day of each
calendar quarter. Number of deferred stock units equal to $10,000 divided by
the average of the closing price of a share of RAI common stock (as reported on
the NYSE) for each business day during the last month of such calendar quarter.
	 
	 	•	 	Initial and annual deferred stock units paid in cash or RAI common
stock, and quarterly deferred units paid in cash only, following termination of
active directorship per director’s election in either a lump sum or in up to
ten annual installments.






	3.	 	Life Insurance






	 	 	 	Option to receive $50,000 or $100,000 non-contributory coverage while an active
director. Imputed income will be calculated based on your end-of-year age and
coverage amount.






	4.	 	Excess Liability Insurance






	 	 	 	Eligible to receive $10,000,000 in Excess Liability coverage. No cash payment
required; the fair market value will be imputed income to you each year.
Policy requires that you have at least $300,000 underlying liability limit
under your homeowner’s or other personal liability policy. You are obligated
to pay for claims up to $300,000 not covered by this policy.






	5.	 	Business Travel Accident Insurance






	 	 	 	$500,000 non-contributory coverage while an active director.






	6.	 	Matching Grants






	 	 	 	Match of 1:1 for Educational/Arts/Cultural/Charitable Organizations — combined $10,000 maximum.






	7.	 	Director Education Programs






	 	•	 	Directors may attend one outside director education program per year at RAI’s
expense.
	 
	 	•	 	Directors are reimbursed for actual expenses incurred in connection with attendance
at director education programs, including transportation and lodging expenses.