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                                                                     Exhibit 2.2


                           AMENDMENT No. 1, dated as of January 9, 2004 (this
                  "Amendment"), to the BUSINESS COMBINATION AGREEMENT, dated as
                  of October 27, 2003 (the "Agreement"), between BROWN &
                  WILLIAMSON TOBACCO CORPORATION, a Delaware corporation, and
                  R.J. REYNOLDS TOBACCO HOLDINGS, INC., a Delaware corporation,
                  with REYNOLDS AMERICAN INC., a North Carolina corporation,
                  becoming a party to such agreement pursuant to a JOINDER
                  AGREEMENT, dated as of January 9, 2004.


         WHEREAS the parties hereto have previously entered into the Agreement
and, subject to the terms and conditions set forth in the Agreement, have agreed
to engage in the Transactions (such term and each other capitalized term used,
but not defined, in this Amendment having the meaning assigned to such term in
the Agreement); and

         WHEREAS the parties hereto desire to make certain amendments to the
Agreement and the exhibits and schedules thereto.

         NOW, THEREFORE, the parties hereto agree as follows:

         SECTION 1. Amendments to the Agreement. The Agreement is hereby amended
as follows:

         (a) Each reference to the par value of Reynolds American Common Stock
in the Agreement and any exhibit or schedule thereto is hereby amended to read
"$0.0001" in lieu of "$0.01".

         (b) The third WHEREAS clause is hereby amended by replacing the number
"50" with the number "65,000,000".

         (c) Section 1.01(a) is hereby amended by replacing the amount "$10" and
the number "50" appearing in the penultimate line thereof with the amount
"$6,500" and the number "65,000,000", respectively.

         (d) Section 1.03(a) is hereby amended by replacing the first sentence
thereof with the following three sentences:



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         On the Closing Date, immediately following the Asset Contribution and
         the Assumption of Liabilities and simultaneously with the occurrence of
         the Effective Time, B&W shall contribute, transfer and deliver to
         Reynolds American the B&W Opco Common Stock in exchange for that number
         (rounded up to the nearest whole share) of fully paid and nonassessable
         shares of Reynolds American Common Stock equal to (x) the product of
         (i) 0.724138 (i.e., 42% divided by 58%) and (ii) the RJR Share
         Calculation less (y) 65,000,000. If the number calculated in the
         preceding sentence is negative, such excess number of shares (the "B&W
         Excess Share Calculation") owned by B&W shall be canceled as set forth
         in Section 2.01(d). The Reynolds American Common Stock received by B&W
         pursuant to Section 1.01(a) and this Section 1.03(a), less any Reynolds
         American Common Stock canceled pursuant to Section 2.01(d), if
         applicable, is referred to as the "Reynolds American Stock
         Consideration".

         (e) Section 2.01 of the Agreement is hereby amended by inserting the
following new paragraph at the end thereof:

                  (d) Cancelation of B&W Excess Shares. If the B&W Excess Share
         Calculation is greater than zero, (i) the number of shares of Reynolds
         American Common Stock (owned by B&W) that is equal to the B&W Excess
         Share Calculation shall no longer be outstanding and shall
         automatically be canceled and retired and shall cease to exist, and
         (ii) notwithstanding anything in Section 1.03(b) to the contrary, no
         consideration shall be delivered or deliverable to B&W pursuant to
         Section 1.03(a) in connection with the B&W Opco Stock Contribution.

         (f) Section 6.05(c) is hereby amended by replacing such Section 6.05(c)
in its entirety with the following new Section 6.05(c):

                  (c) Reynolds American agrees that (i) for all purposes
         (including eligibility, vesting and benefit accrual) under the employee
         benefit plans of Reynolds American and its subsidiaries providing
         benefits to any Affected B&W Employees after the B&W Opco Stock
         Contribution, each Affected B&W Employee shall be credited with his or
         her years of service



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         with B&W and the B&W Subsidiaries (and any predecessor entities
         thereof) before the B&W Opco Stock Contribution, to the same extent as
         such Affected B&W Employee was entitled, before the B&W Opco Stock
         Contribution, to credit for such service under any similar B&W Benefit
         Plan and (ii) any early retirement subsidies, eligibilities and
         features under any B&W Benefit Plan which cover Affected B&W Employees
         as of the Closing Date shall remain available to each such employee who
         is eligible for such right at the Closing Date (or who would be
         eligible at the Closing Date if his or her age and/or eligible service
         as of the Closing Date was combined with his or her additional age and
         active service with Reynolds American and its subsidiaries following
         the Closing Date), in each case, except for purposes of benefit accrual
         under defined benefit pension plans to the extent such credit would
         result in a duplication of accrued benefits in respect of the same
         period of service; provided, however, that the immediately preceding
         clause (ii) shall not apply to any welfare benefit plan of B&W or any
         B&W Subsidiary providing retiree health benefits to Affected B&W
         Employees (including, but not limited to, the Brown & Williamson Health
         Care Plan for Salaried Employees) other than as required in respect of
         certain Affected B&W Employees pursuant to Section 6.05(b) or as
         otherwise required by the terms of such plan. Following the B&W Opco
         Stock Contribution, Reynolds American shall, or shall cause its
         subsidiaries to, (A) waive any pre-existing conditions, exclusions,
         actively-at-work requirements and waiting periods under any welfare
         benefit plan maintained by Reynolds American or any of its subsidiaries
         in which Affected B&W Employees and their eligible dependents
         participate (except to the extent that such pre-existing conditions,
         exclusions, actively-at-work requirements and waiting periods would
         have been applicable under the comparable B&W welfare benefit plans
         immediately prior to the B&W Opco Stock Contribution), and (B) provide
         each Affected B&W Employee with credit for any co-payments and
         deductibles incurred prior to the B&W Opco Stock Contribution (or such
         later transition date to new welfare benefits plans) for the calendar
         year in which the B&W Opco Stock Contribution (or such later transition
         date) occurs, in satisfying any applicable deductible or out-of-pocket
         requirements under any


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         welfare plans that the Affected B&W Employees participate in after the
         B&W Opco Stock Contribution. Nothing in this Section 6.05(c) shall
         prohibit Reynolds American and its subsidiaries from amending,
         modifying or terminating any employee benefit plan pursuant to, and in
         accordance with, any reserved right, express or implied, to do so,
         provided that Reynolds American otherwise complies with its obligations
         under this Section 6.05(c) and the other provisions of Article VI.

         SECTION 2. Amendments to the Noncompete Agreement. Exhibit E to the
Agreement is hereby amended as follows:

         (a) Section 2(c)(i) is hereby amended by inserting the text "(provided
that any such noncompliance is not the result of acts taken by BAT or any of its
Controlled Affiliates)" after the word "jurisdiction" therein.

         (b) Section 3(c)(i) is hereby amended by inserting the text "(provided
that any such noncompliance is not the result of acts taken by Reynolds American
or any of its Controlled Affiliates)" after the word "jurisdiction" therein.

         SECTION 3. Amendments to the Governance Agreement. Exhibit F to the
Agreement is hereby amended as follows:

         (a) Section 1.01 is hereby amended by replacing the definition of the
term "Independent Director" in its entirety with the following definition:

                  "Independent Director" means a Director of Reynolds American
         who qualifies as an "independent director" of Reynolds American under
         (a) (i) NYSE Rule 303A(2), as such rule may be amended, supplemented or
         replaced from time to time, or (ii) if Reynolds American is not listed
         on the NYSE, any comparable rule or regulation of the primary
         securities exchange or quotation system on which the Common Stock is
         listed or quoted (whether by final rule or otherwise) and (b) any other
         applicable law, rule or regulation mandating, or imposing as a
         condition to any material benefit to Reynolds American or any of its
         Subsidiaries, the independence of one or

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         more members of the Board of Directors, excluding, in each case,
         requirements that relate to "independence" only for members of a
         particular Board committee or directors fulfilling a particular
         function. In addition, in order for a Director to be deemed to be an
         "Independent Director", (A) such Director shall not be, or at any time
         during the previous three years have been, a director, officer or
         employee of BAT or any of its subsidiaries (other than Reynolds
         American and its subsidiaries, if applicable) and (B) assuming for this
         purpose that such Director were a director of BAT (whether or not such
         Director actually is or has been a director of BAT), such Director
         would be considered to be an "independent director" of BAT under NYSE
         Rule 303A(2), as such rule may be amended, supplemented or replaced
         from time to time (provided that, with respect to this clause (B), (x)
         BAT shall be deemed to be a NYSE listed company, (y) any permitted
         delays for compliance or exceptions for foreign issuers under the NYSE
         rules shall be inapplicable and (z) the fact that such Director is
         serving as a Director of Reynolds American shall be disregarded). The
         fact that a Person has been designated by B&W for nomination as an
         Investor Director pursuant to this Agreement will not, by itself,
         disqualify that person as an Independent Director if that person
         otherwise meets the criteria of an Independent Director.

         (b) Section 2.02(b) is hereby amended by replacing the proviso to the
last sentence thereof in its entirety with the following proviso:

         provided, however, that in the event the approval of B&W shall be
         required with respect to such matter pursuant to Section 2.04(b) or
         2.04(c) and such approval shall have been given, the Investor Parties
         shall vote to approve such matter at any meeting of shareholders held
         in connection therewith.

         (c) Section 2.02(c) is hereby amended by inserting the text "or
pursuant to the proviso to the first sentence of Section 2.02(b)" after the
parenthetical in the last sentence thereof.

         (d) Section 2.08 is hereby amended by replacing such Section 2.08 in
its entirety with the following new Section 2.08:

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                  SECTION 2.08. Fiduciary Duties. Nothing in Section 2.01, 2.02,
         2.03 or 2.06 shall be deemed to require the Board of Directors or any
         committee or member thereof to take any action or refrain from taking
         any action, or result in a breach of Sections 2.01, 2.02, 2.03 or 2.06
         by reason of the failure to take such action or the failure to refrain
         from taking such action, as the case may be, if the Board of Directors,
         such committee or Director determines in good faith (after
         consideration of specific written advice of outside legal counsel,
         which advice will be provided to B&W) that taking such action or
         refraining from taking such action, as the case may be, would cause a
         violation of his or her fiduciary duties to shareholders, including B&W
         and its affiliates, under applicable law. This Section 2.08 shall not
         be interpreted to create any fiduciary obligation that would not exist
         in the absence of this Section 2.08.

         (e) Section 4.02(b) is hereby amended by inserting the text ", except
to the extent required by applicable law, rule, regulation or order (including
any applicable rule, regulation or order of a self-governing authority, such as
the New York Stock Exchange, the UK Listing Authority and the UK Panel on
Takeovers and Mergers)" prior to the semicolon at the end thereof.

         (f) Section 6.12(b)(i) is hereby amended by inserting the text
"(including any applicable rule, regulation or order of a self-governing
authority, such as the New York Stock Exchange, the UK Listing Authority and the
UK Panel on Takeovers and Mergers)" after the word "authority" appearing on the
sixth line thereof.

         SECTION 4. Organizational Documents of Reynolds American. The initial
Articles of Incorporation any By-laws of Reynolds American shall be in the forms
of Exhibits A-1 and A-2 to this Amendment, respectively. The Articles of
Incorporation and By-laws of Reynolds American shall be amended and restated
prior to Closing to be in the forms of Exhibits B-1 and B-2 to this Amendment,
respectively.

         SECTION 5. Amendment Part of the Agreement. This Amendment shall be
considered to be a part of the Agreement and shall be subject to the provisions
thereof, including Article IX thereof. Except as expressly set


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forth herein, the Agreement shall continue in full force and effect without
waiver, modification or amendment.

                      [THE REMAINDER OF THIS PAGE IS BLANK]



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         IN WITNESS WHEREOF, this Amendment has been executed by the parties
hereto all as of the date first above written.

                                         BROWN & WILLIAMSON TOBACCO CORPORATION,

                                           by
                                               /s/ Timothy J. Hazlett
                                               ---------------------------------
                                               Name: Timothy J. Hazlett
                                               Title:Vice President,
                                                     Secretary and
                                                     General Counsel


                                         R.J. REYNOLDS TOBACCO HOLDINGS, INC.,


                                           by
                                               /s/ McDara P. Folan, III
                                               ---------------------------------
                                               Name: McDara P. Folan, III
                                                     Title:Vice President,
                                                     Deputy General
                                                     Counsel and Secretary


                                         REYNOLDS AMERICAN INC.,


                                           by
                                               /s/ McDara P. Folan, III
                                               ---------------------------------
                                               Name: McDara P. Folan, III
                                                     Title:Vice President,
                                                     Deputy General
                                                     Counsel and Secretary