exv10w1





Exhibit 10.1



R.J. REYNOLDS TOBACCO COMPANY




-and-



HER MAJESTY THE QUEEN IN RIGHT OF CANADA



-and-



THE PROVINCES AND TERRITORIES LISTED ON THE SIGNATURE PAGES ATTACHED HERETO



 




COMPREHENSIVE AGREEMENT



as of April 13, 2010



 














 



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This Agreement made as of the 13 day of April, 2010




BETWEEN:





		 	R. J. Reynolds Tobacco Company (“RJR”)
	 
		 	-and-
	 
	 	 	Her Majesty the Queen in Right of Canada as represented by the
Minister of Revenue and the Minister of Justice (“Canada”)
	 
		 	-and -
	 
	 	 	Each Province and Territory listed on the signature pages attached
hereto (the “Provinces and Territories”)





RECITAL



In consideration of the mutual covenants herein and other valuable consideration the receipt and
sufficiency of which is hereby acknowledged, and without any admission of liability herein, the
Parties agree to settle and finally resolve all Released Claims against the Released Entities
pursuant to the terms of this Agreement.



DEFINITIONS



1. The following definitions apply in this Agreement:



“Affiliate” means, with respect to any Entity, any other Entity directly or indirectly (including
through intervening Affiliates) controlling, controlled by, or under common control with, such
other Entity and includes, for greater certainty, future Affiliates and after-acquired Affiliates.
For the purposes of this definition, “control”, when used with respect to any Entity, includes but
is not limited to the power to choose a majority of the Board of Directors and the terms
“controlling” and “controlled” have meanings correlative to the foregoing. For avoidance of doubt,
“Affiliate” shall not include the CTMC.











 



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“Claim Over” means any Released Claim which the Releasing Entities may bring against any Entity,
other than a Released Entity.



“CTMC” means the Canadian Tobacco Manufacturers’ Council.



“Entity” means an individual, corporation, partnership, limited liability company, association or
organization and includes Governments.



“Governments” means Canada and the Provinces and Territories.



“Parties” means RJR and the Governments.



“Payment” means the amount payable in Canadian dollars pursuant to paragraph 5 of this Agreement.



“Released Claims” means (excepting only the obligations under this Agreement); all manner of civil,
administrative and regulatory proceedings, actions, causes of action, suits, duties, debts, dues,
accounts, bonds, covenants, contracts, complaints, claims, charges, and demands of whatsoever
nature for damages, liabilities, monies, losses, indemnity, restitution, disgorgement, forfeiture,
punitive damages, penalties, fines, interest, taxes, assessments, duties, remittances, costs, legal
fees and disbursements, expenses, interest in loss, or injuries howsoever arising, known or
unknown, to the extent provided herein, including without limitation any claims arising at common
law or in equity, or under any federal, provincial or territorial statute or regulation and
including all civil claims that may be allowable to the Releasing Entities within criminal or other
proceedings in the form of restitution, disgorgement, forfeiture, punitive damages, penalties,
fines or interest or otherwise, which hereto may have been or may hereafter arise in any way
relating to, arising out of or in connection with:





	 	(a)	 	any exportation, transhipment or shipment out of Canada, smuggling,
importation, re-importation or transhipment into Canada or any of the provinces and
territories thereof of tobacco products manufactured, distributed or sold by the
Released Entities (including aiding or participating in such activities), smuggling or
any conduct in any way relating to smuggling, contraband tobacco products, the
exportation, importation, re-importation, transhipment or shipment of tobacco










 



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	 	 	 	products manufactured, distributed or sold by Released Entities that were otherwise
contraband, during the Relevant Period;
	 
	 	(b)	 	any failure by the Released Entities to pay taxes, duties, excise, customs or
excise taxes or duties or other amounts payable on account of smuggled and/or
re-imported and/or transhipped (including inter-provincial transhipments) and/or
otherwise contraband tobacco products manufactured, distributed, sold by the Released
Entities and/or sold, delivered or consumed in Canada, or any expenditures relating to
enforcing or recovering any such tax, duty, excise or other amounts alleged to be
payable, or any failure to file a return, form, account or any other required
documentation in respect of such amounts (including aiding or participating in such
activities) in relation to the Relevant Period; and,
	 
	 	(c)	 	any after-the-fact conduct including any oral or written statements,
representations or omissions related to the matters referred to in (a) and/or (b)
whether during the Relevant Period or afterward or during the negotiation of this
Agreement;
	 
	 	(d)	 	for avoidance of doubt, Released Claims shall not include any claims:






	 	(i)	 	whether already commenced or that may be commenced, related to
the recovery of alleged health care costs, or otherwise, unless such claims
arise from (a), (b) or (c) above. This Agreement does not limit the ability of
a Releasing Entity to claim, in any health care cost recovery litigation,
damages on an aggregated basis based on the actual incidence of smoking. For
greater certainty, this Agreement does not limit the Releasing Entities’
ability to introduce and rely on evidence of smoking incidence, even if such
incidence may arise out of or be related to (a), (b) or (c) above, and a
Released Entity shall not raise as a defence or lead any evidence that the
actual incidence of smoking or the health care costs caused or contributed to
by smoking should be reduced by reason of (a), (b) or (c) above;
	 
	 	(ii)	 	against the CTMC.












 



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“Released Entities” means RJR, the Entities listed on Schedule A, and each of their respective
current and former Affiliates, and each and any of their respective direct and indirect
subsidiaries, divisions, predecessors, successors and assigns, as well as with respect to all of
the foregoing, each and all of their respective current and former officers, directors, agents,
servants and employees, including external legal counsel, heirs, executors and assigns. For
avoidance of doubt, “Released Entities” shall not include the CTMC.



“Releasing Entities” means Her Majesty the Queen in Right of Canada and in Right of each of the
Provinces and on behalf of the Territories listed on the signature pages hereto, and includes for
greater certainty the Canada Revenue Agency and the Canada Border Services Agency.



“Relevant Period” means the period between January 1, 1985 and December 31, 1999, inclusive.



REPRESENTATIONS AND WARRANTIES



2. RJR represents and warrants that:





	 	(a)	 	the terms of this Agreement are fair and reasonable;
	 
	 	(b)	 	the execution of this Agreement has been expressly authorized by its Board of
Directors;
	 
	 	(c)	 	it has obtained any and all approvals or authorizations required to enter into,
execute and deliver this Agreement, to carry out its obligations hereunder, and for
this Agreement to be binding upon it; and,
	 
	 	(d)	 	this Agreement has been duly executed and delivered by it and constitutes a
legally binding obligation of it enforceable against it in accordance with its terms.




3. Each of the Governments warrants and represents that:





	 	(a)	 	the terms of this Agreement are in the public interest and are fair and
reasonable;










 



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	 	(b)	 	it has obtained any and all approvals or authorizations required to enter into,
execute and deliver this Agreement, to carry out its obligations hereunder, and for
this Agreement to be binding upon it;
	 
	 	(c)	 	this Agreement has been duly executed and delivered by the Government and
constitutes a legally binding obligation of that Government as a Releasing Entity that
is enforceable against it in accordance with its terms; and,
	 
	 	(d)	 	it has not assigned to any Entity any interest, in whole or in part, in the
Released Claims.




4. Each of the Parties acknowledges that these representations and warranties are intended to be
and will be relied upon and shall survive this Agreement and the Payment and continue in full force
and effect for the benefit of the Releasing Entities and of the Released Entities.




PAYMENT AND TAX EFFECT OF SETTLEMENT



5. In consideration of the agreements, undertakings and obligations of the Releasing Entities under
this Agreement, and otherwise subject to the terms of this Agreement, RJR shall pay to Canada, for
Canada and on behalf of and as agent for the Provinces and Territories, as civil restitution, the
sum of Cdn. $325 million.



6. This Agreement will become effective on the date that copies executed by RJR and each of the
Governments are exchanged and RJR makes payment to Canada.



7. RJR agrees and acknowledges, on behalf of itself and all Released Entities and Affiliates, that
in the event any such person is required to file an income tax return in any Canadian jurisdiction,
the Payment under this Agreement shall not be tax deductible in any Canadian jurisdiction to it or
any of the Released Entities or Affiliates. RJR further represents, warrants and confirms, on
behalf of itself and the Released Entities and Affiliates, that this determination is firm and
binding as of the date of this Agreement, that it waives any rights of objection or appeal with
respect to the tax deductibility of the Payment in any Canadian jurisdiction and that no government
in any Canadian jurisdiction (or the Canada Revenue












 



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Agency) has offered or provided any assurances, rulings or agreements with respect to income taxes,
which income taxes shall be calculated and remitted in the ordinary course in the event any such
person is required to file an income tax return in any Canadian jurisdiction.



TOBACCO COMPLIANCE MEASURES PROTOCOL



8. RJR, on behalf of itself and its Affiliates, acknowledges that, as of the date of this
Agreement, JTI-Macdonald Corp. (“JTI-MC”) has entered into a Tobacco Compliance Measures Protocol.
RJR agrees and undertakes that in the event that it or any Affiliate carries on business in any
Canadian jurisdiction within ten (10) years from the date of execution of this Agreement, such
entity shall, and RJR shall cause such entity to, enter into a tobacco compliance measures protocol
acceptable to Canada after which Canada shall confer with the Provinces and Territories.



RELEASE



9. The Releasing Entities hereby, without any further action on the part of such Releasing
Entities, absolutely and unconditionally fully release and forever discharge the Released Entities
from the Released Claims. Without in any way limiting the generality of the foregoing, the
Releasing Entities further agree that:





	 	(a)	 	in the event that a proceeding, claim, action, suit or complaint with respect
to a Released Claim is brought by a Releasing Entity against a Released Entity, this
release may be pleaded as a complete defence and reply, and may be relied upon in such
a proceeding as a complete estoppel to dismiss the said proceeding; and,
	 
	 	(b)	 	in the event of (a), the Releasing Entity that initiated the proceeding shall
be liable for all reasonable costs, legal fees, disbursements and expenses incurred by
the Released Entity as a result of such proceeding.




10. The Releasing Entities agree that they will not, in any Claim Over, attempt to recover on a
judgment or enforce a judgment for any quantum of liability of any Released Entity, including on a
joint or several basis.













 



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11. If any Releasing Entity makes any Claim Over, and any Released Entity (a “Claimed Over Released
Entity”) is added to or required to respond to such Claim Over as a party thereto (for avoidance of
doubt including as a third or subsequent party thereto), the Releasing Entity asserting the Claim
Over (the “Claiming Over Releasing Entity”) will be liable to all such Claimed Over Released
Entities for all reasonable costs, legal fees, disbursements and expenses incurred, and for all
damages, costs, penalties, fines or interest awarded, as a result of the Claim Over, on a full
indemnity scale.



12. The Released Entities shall not incur any quantum of liability to the Releasing Entities in any
manner whatsoever for the conduct or omission of the CTMC or any other member thereof during the
Relevant Period relating to the Released Claims.



13. RJR, on its own behalf and on behalf of its Affiliates and the Released Entities, hereby and
without any further action on the part of any of them, absolutely and unconditionally fully release
and forever discharge the Releasing Entities including the Governments, and for the avoidance of
doubt including crown-controlled corporations and crown agencies and each of them, together with
ministers, employees, agents, and the heirs, executors, successors and assigns of each as
applicable, from any and all actions, causes of action, suits, debts, dues, accounts, bonds,
covenants, contracts, claims and demands which RJR, its Affiliates and the Released Entities or any
of them ever had, now have, or may hereafter have against any Releasing Entity or Government in any
way relating to, arising out of or in connection with the Released Claims (excepting only the
obligations under this Agreement) including but not limited to the investigation, prosecution,
enforcement and/or collection by any Government of the applicable taxes, duties and/or tariffs
relating to the Released Claims during the Relevant Period and further agree that if they make any
Claim Over paragraphs 10 and 11 herein shall apply mutatis mutandis. This release shall not be
operative in any proceeding in which a Released Claim is made (or a Claim Over results in a
Released Claim being made) against RJR, its Affiliates or the Released Entities, by a Releasing
Entity or by an Entity claiming through or on behalf of a Releasing Entity, including the
Governments and for avoidance of doubt such Governments’ crown-controlled corporations or crown
agencies.













 



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USE OF AGREEMENT



14. The Parties acknowledge that this Agreement once executed may be public.



15. The Releasing Entities shall be estopped from relying upon this Agreement, any plea made, any
statement of fact submitted or any conviction recorded in any criminal proceeding related hereto in
any civil, administrative or regulatory proceeding whatsoever as evidence against any Released
Entity of any liability or violation of any law.



16. The Releasing Entities acknowledge and agree that nothing contained in this Agreement, or any
plea made, any statement of fact submitted or any conviction recorded in any related
contemporaneous criminal proceeding shall constitute an admission by any Released Entity that it
has committed a “tobacco related wrong” or a “wrong committed by a tobacco product manufacturer”
within the meaning of any provincial or federal legislation, including without limitation,
legislation providing for recovery of health care benefits or costs as such legislation may now or
in the future read.



17. No application for or renewal of a licence, right or permit under tobacco control or taxation
legislation shall be denied and no such existing licence, right or permit shall be suspended or
cancelled by reason of the entering into of this Agreement, or by any plea made, any statement of
fact submitted or any conviction recorded in any criminal proceeding related hereto.



18. In the event that any of the Releasing Entities or Released Entities or their
representatives are subpoenaed or otherwise compelled by law to give evidence with respect to this
Agreement or the Released Claims, such Releasing Entity or Released Entity shall provide notice
forthwith to all other Parties.



COSTS



19. Each Party shall bear its own legal and other costs to date, including the costs of
proceedings, disputes, negotiations, and inspections incurred which relate to the subject matter of
the Agreement, as well as any costs incidental to the negotiation and execution of this Agreement.













 



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INVALIDITY/SEVERABILITY AND LEGALITY



20. If any provision of this Agreement shall be held to be illegal or unenforceable, whether in
whole or in part, the validity and enforceability of the remainder of the Agreement, or its
validity and enforceability, as against other Parties, shall not be affected save and
except that the Parties further agree to replace such void or unenforceable provision of this
Agreement with a valid and enforceable provision that will achieve, to the greatest extent
possible, the intent and purpose of such void or unenforceable provision.




COUNTERPARTS



21. This Agreement may be executed in counterparts and such counterparts, taken together, shall be
deemed to constitute one and the same instrument. Signatures delivered by facsimile or electronic
mail, with originals to follow shall be deemed to be originals and accepted as such.




SUCCESSION AND ASSIGNMENT



22. This Agreement shall be binding upon and shall enure for the benefit of the Releasing Entities
and the Released Entities and their respective legal representatives, successors and assigns.




MODIFICATION, WAIVER AND PERFORMANCE



23. This Agreement may be modified, waived or amended only by a written agreement executed by
authorized representatives of each of the Parties.



24. RJR acknowledges the separate but concurrent settlement agreement entered into as of the date
hereof between JTI-MC and the Governments and the terms thereof including the obligations of
JTI-MC.



25. The Parties agree to take such further acts and steps, and execute and deliver such further
documents, as may be reasonably required to implement and/or give effect to this Agreement and its
terms.













 



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26. RJR covenants and agrees that RJR and its Affiliates will not conduct its business and
operations in a manner so as to deliberately frustrate the objectives and performance of this
Agreement.




GOVERNING LAW AND OFFICIAL LANGUAGES



27. This Agreement shall be governed by and interpreted in accordance with the laws of Ontario and
the laws of Canada applicable therein.



28. Both versions of this Agreement in the official languages are equally binding, enforceable and
authentic.




ARBITRATION AND DISPUTE RESOLUTION



29. It is the intention of the Parties to settle consensually, by negotiation or agreement, any
disputes with respect to performance, procedure and management arising out of this Agreement.



30. Any notice of a dispute shall be delivered by RJR or Canada (as the case may be) to the other
in writing and shall be dealt with in the first instance for Canada by the Director General, Excise
and GST/HST Rulings Directorate, Legislative Policy and Regulatory Affairs Branch, Canada Revenue
Agency and for RJR by the General Counsel or equivalent who shall promptly discuss and attempt to
resolve the dispute.



31. Any dispute between the Parties to this Agreement arising out of or relating to this Agreement
or any breach, clarification, or enforcement of any provision of this Agreement or any conduct
contemplated herein, that remains unresolved 90 days after the date of the notice of dispute, may
be referred to arbitration in accordance with the Commercial Arbitration Code (the “Code”), being a
schedule to the Commercial Arbitration Act R.S.C. 1985, c. 17 (2nd Supp.). Arbitrations
shall be with a sole arbitrator. The Parties will select a mutually agreeable arbitrator within 30
days of the delivery of the notice of dispute who shall serve as arbitrator in respect of any
disputes hereunder, unless and until he or she becomes unable or unfit to act as arbitrator (in
which case the Parties shall immediately appoint a successor arbitrator within 30 days). If the
Parties are unable to agree on the arbitrator, he or she shall be appointed, upon request of a
Party, by the court or other authority specified in article 6 of the Code.













 



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32. The arbitrator shall have all of the jurisdiction of a Superior Court judge of the Province of
Ontario to grant both legal and equitable remedies. The arbitrator may abridge any time limit
herein for the referral of the dispute to arbitration, in his or her discretion, in the event of
urgency.



33. The arbitration proceedings shall be conducted in Ottawa, unless otherwise agreed by the
Parties to the dispute. Consistent with relevant law, and any applicable law governing disclosure
obligations, the arbitration proceedings shall be confidential to the extent possible, and the
Parties shall not disclose the nature or scope of the proceedings, or any information obtained in
or arising out of the proceedings, to any third party. No amicus curiae or “friend of the court”
briefs may be filed in the proceedings. RJR expressly agrees and undertakes on behalf of itself and
all Affiliates that it shall not, in any proceeding, submit, argue, consent or agree that the
Revenue Rule has any applicability to this Agreement or any obligations thereunder including the
enforcement thereof, or that any Payment due is in respect of taxes owing to the Government of any
Canadian jurisdiction or is for any other reason unenforceable. The arbitrator shall provide the
rules of the proceedings and shall issue a written opinion stating the reasons for the relief
granted. The Parties agree that the orders, decisions, and awards of the arbitrator shall be
exclusively enforceable in the Federal Court, as a judgment of that Court, and any action to compel
arbitration shall be commenced in the Federal Court.




CONFIDENTIAL NATURE OF DISCUSSIONS



34. The Parties agree that all discussions and negotiations related to or associated with this
Agreement have been conducted on a strictly confidential basis and that the Parties have agreed
that, prior to this Agreement becoming effective, no public disclosure of the existence of such
negotiations or discussions be made.




NOTICE



35. All notices under this Agreement shall be made as follows:





	 	(a)	 	to RJR at:
	 
	 	 	 	R.J. Reynolds Tobacco Company

401 North Main Street










 



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	 	 	 	Winston-Salem

North Carolina 27101

U.S.A.
	 
	 	 	 	Attention: General Counsel

Facsimile No. 336.741.0671
	 
	 	 	 	with a copy (which shall not constitute notice to RJR) to:
	 
	 	 	 	McCarthy Tétrault LLP

Toronto Dominion Bank Tower

66 Wellington Street West

Suite 5300

P.O. Box 48

Toronto, ON M5K 1E6
	 
	 	 	 	Attention: W. Niels Ortved

Facsimile No. 416.868.0673
	 
	 	(b)	 	to Canada at:
	 
	 	 	 	Office of the Assistant Commissioner. — Assistant Commissioner
Sous-Commissaire, Legislative Policy & Regulatory Affairs Branch -
	 
	 	 	 	Direction générale de la politique législative et des affaires

Réglementaires

Canada Revenue Agency — Agence du revenu du Canada

320 Queen Street

Ottawa, Ontario K1A 1G1

Facsimile #: 613-957-2067
	 
	 	 	 	With copies (which shall not constitute notice to Canada or the
Governments) to:
	 
	 	 	 	Assistant Deputy Attorney General

The Department of Justice, Tax Law Branch

234 Wellington Street, East Tower, 8th Floor

Ottawa, Ontario K1A OH8











 



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EXECUTION


IN WITNESS WHEREOF this Agreement has been executed by the authorized representatives with effect
from the date that copies executed by RJR and each of the Governments are exchanged and RJR makes
payment to Canada.



	 	 	 	 	 	 	 

	 	 	R.J. Reynolds Tobacco Company	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Daniel M. Delen	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Daniel M. Delen	 	 
	 

	 	Title:	 	Chairman, President and Chief
Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Per:	 	/s/ Martin L. Holton III	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	Martin L. Holton III	 	 
	 

	 	Title:	 	Senior Vice President — General
Counsel and Secretary	 	 














 



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	 	HER MAJESTY THE QUEEN IN RIGHT 

OF CANADA AS REPRESENTED BY THE 

MINISTER OF NATIONAL REVENUE
 	 
	 	Per:  	/s/ Keith Ashfield
 	 
	 	Name:  	The Honourable Keith Ashfield, P.C. 	 
	 	Title:  	Minister of National Revenue 	 
	 











 



- 16 -

	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT 

OF CANADA AS REPRESENTED BY THE 

MINISTER OF JUSTICE
 	 
	 	Per:  	/s/ Rob Nicholson
 	 
	 	Name:  	The Honourable Rob Nicholson,  C.P., Q.C. 	 
	 	Title:  	Minister of Justice 	 










 



- 17 -

	 	 	 	 	 




The Deputy Attorney General of Quebec and the Deputy Minister of Revenue of Quebec hereby execute
this Comprehensive Agreement on behalf of the Gouvernement du Québec;


This Agreement constitutes a valid and binding agreement of the Gouvernement du Québec enforceable
in accordance with its terms.


	 	 	 	 	 
	 	The Gouvernement du Québec

 	 
	 	Per:  	/s/ Michael Bouchard 	 
	 	Name:  	Michael Bouchard 	 
	 	Title:  	Deputy Attorney General of Québec 	 
	 
	 	 	 
	 	Per:  	/s/ Francois T. Tremblay
 	 
	 	Name:  	Francois T. Tremblay 	 
	 	Title:  	Assistant Deputy Minister of Revenue 

Designated to act in the stead of the 

Deputy Minister of Revenue of Québec 	 









 



- 18 -

	 	 	 	 	 



The Attorney General of the Province of Ontario hereby executes this Comprehensive Agreement on
behalf of the Province of Ontario;



This Agreement constitutes a valid and binding agreement of the Province of Ontario and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF ONTARIO AS
REPRESENTED BY THE ATTORNEY GENERAL OF ONTARIO

 	 
	 	Per:  	/s/ Chris Bentley
 	 
	 	 	Name:  	Chris Bentley 	 
	 	 	Title:  	Attorney General of Ontario 	 









 



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The Minister of Justice of the Province of Nova Scotia hereby executes this Comprehensive Agreement
on behalf of the Province of Nova Scotia;



This Agreement constitutes a valid and binding agreement of the Province of Nova Scotia and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF NOVA
SCOTIA AS REPRESENTED BY THE ATTORNEY GENERAL OF NOVA
SCOTIA

 	 
	 	Per:  	/s/ Ross Landry
 	 
	 	 	Name:  	Ross Landry 	 
	 	 	Title:  	Minister of Justice 	 









 



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The Minister of Finance of the Province of New Brunswick hereby executes this Comprehensive
Agreement on behalf of the Province of New Brunswick;



This Agreement constitutes a valid and binding agreement of the Province of New Brunswick and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF NEW
BRUNSWICK AS REPRESENTED BY THE MINISTER OF FINANCE

 	 
	 	Per:  	/s/ Greg Byrne
 	 
	 	 	Name:  	Greg Byrne, Q.C. 	 
	 	 	Title:  	Minister of Finance 	 









 



- 21 -

	 	 	 	 	 



The Minister of Finance of the Province of Manitoba hereby executes this Comprehensive Agreement on
behalf of the Province of Manitoba;



This Agreement constitutes a valid and binding agreement of the Province of Manitoba and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF MANITOBA
AS REPRESENTED BY THE MINISTER OF FINANCE

 	 
	 	Per:  	/s/ Rosann Wowchuk
 	 
	 	 	Name:  	Rosann Wowchuk 	 
	 	 	Title:  	Minister of Finance 	 









 



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The Deputy Attorney General of the Province of British Columbia hereby executes this Comprehensive
Agreement on behalf of the Province of British Columbia;



This Agreement constitutes a valid and binding agreement of the Province of British Columbia and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF BRITISH
COLUMBIA

 	 
	 	Per:  	/s/ David Loukidelis
 	 
	 	 	Name:  	David Loukidelis 	 
	 	 	Title:  	Deputy Attorney General 	 









 



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The Attorney General of the Province of Prince Edward Island hereby executes this Comprehensive
Agreement on behalf of the Province of Prince Edward Island;



This Agreement constitutes a valid and binding agreement of the Province of Prince Edward Island
and is enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF PRINCE EDWARD ISLAND AS
REPRESENTED BY THE ATTORNEY GENERAL FOR PRINCE EDWARD ISLAND

 	 
	 	Per:  	/s/ Shauna Sullivan Curley
 	 
	 	 	Name:  	Shauna Sullivan Curley, Q.C. 	 
	 	 	Title:  	Deputy Attorney General,  Office
of    the Attorney General and Public
Safety 	 









 



- 24 -

	 	 	 	 	 



The Minister of Finance of the Province of Saskatchewan hereby executes this Comprehensive
Agreement on behalf of the Province of Saskatchewan;



This Agreement constitutes a valid and binding agreement of the Province of Saskatchewan and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF
SASKATCHEWAN AS REPRESENTED BY THE MINISTER OF FINANCE

 	 
	 	Per:  	/s/ Rod Gantefoer
 	 
	 	 	Name:  	Rod Gantefoer 	 
	 	 	Title:  	Minister of Finance 	 









 



- 25 -

	 	 	 	 	 



The Minister of Finance and Enterprise of the Province of Alberta hereby executes this
Comprehensive Agreement on behalf of the Province of Alberta;



This Agreement constitutes a valid and binding agreement of the Province of Alberta and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	HER MAJESTY THE QUEEN IN RIGHT OF THE PROVINCE OF
ALBERTA AS REPRESENTED BY THE MINISTER OF FINANCE
AND ENTERPRISE

 	 
	 	Per:  	/s/ Tim Wiles
 	 
	 	 	Name:  	Tim Wiles 	 
	 	 	Title:  	Deputy Minister 	 









 



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The Minister of Justice and Attorney General, the Minister of Finance and the Minister for
Intergovernmental Affairs of the Province of Newfoundland and Labrador hereby executes this
Comprehensive Agreement on behalf of the Province of Newfoundland and Labrador.


	 	 	 	 	 
	 	HER MAJESTY IN RIGHT OF NEWFOUNDLAND AND
LABRADOR AS REPRESENTED BY THE MINISTER OF JUSTICE
AND ATTORNEY GENERAL
 	 
	 	Per:  	/s/ Felix Collins 	 
	 	Name:  	Felix Collins 	 
	 	Title:  	Minister of Justice 	 
	 
	 	HER MAJESTY IN RIGHT OF NEWFOUNDLAND AND LABRADOR AS
REPRESENTED BY THE MINISTER OF FINANCE
 	 
	 	Per:  	/s/ Thomas W. Marshall 	 
	 	Name:  	Thomas W. Marshall, Q.C. 	 
	 	Title:  	Minister of Finance 	 
	 
	 	HER MAJESTY IN RIGHT OF NEWFOUNDLAND AND LABRADOR AS
REPRESENTED BY THE MINISTER FOR INTERGOVERNMENTAL
AFFAIRS
 	 
	 	Per:  	/s/ Dave Denine 	 
	 	Name:  	Dave Denine 	 
	 	Title:  	Minister of Intergovernmental Affairs 	 









 



- 27 -

	 	 	 	 	 



The Minister of Finance of the Government of the Northwest Territories hereby executes this
Comprehensive Agreement on behalf of the Government of the Northwest Territories;



This Agreement constitutes a valid and binding agreement of the Government of the Northwest
Territories and is enforceable in accordance with its terms.




	 	 	 	 	 
	 	THE GOVERNMENT OF THE NORTHWEST TERRITORIES

 	 
	 	Per:  	/s/ J. Michael Miltenberger
 	 
	 	 	Name:  	J. Michael Miltenberger 	 
	 	 	Title:  	Minister of Finance 	 









 



- 28 -

	 	 	 	 	 



The Minister of Finance of the Government of Yukon hereby executes this Comprehensive Agreement on
behalf of the Government of Yukon;



This Agreement constitutes a valid and binding agreement of the Government of Yukon and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	THE GOVERNMENT OF YUKON

 	 
	 	Per:  	/s/ Dennis Fentie
 	 
	 	 	Name:  	Dennis  Fentie 	 
	 	 	Title:  	Minister of Finance 	 









 



- 29 -

	 	 	 	 	 



The Minister of Finance of the Government of Nunavut hereby executes this Comprehensive Agreement
on behalf of the Government of Nunavut;



This Agreement constitutes a valid and binding agreement of the Government of Nunavut and is
enforceable in accordance with its terms.




	 	 	 	 	 
	 	THE GOVERNMENT OF NUNAVUT

 	 
	 	Per:  	/s/ Keith Peterson
 	 
	 	 	Name:  	Keith Peterson 	 
	 	 	Title:  	Minister of Finance 	 









 



- 30 -

	 	 	 	 	 




SCHEDULE A




RELEASED ENTITIES


R. J. Reynolds Tobacco Holdings, Inc.



R.J. Reynolds Tobacco Co.



R.J. Reynolds Tobacco International, Inc.



Northern Brands International, Inc.