<PAGE>   1

                                                                    Exhibit 10.2

                                                                       EXHIBIT D
                                                         [Conformed as Executed]


                    AMENDED AND RESTATED SUBSIDIARY GUARANTY


         GUARANTY, dated as of May 18, 1999 and amended and restated as of
November 17, 2000 (as so amended and restated and as the same may be further
amended, restated, modified and/or supplemented from time to time, this
"Guaranty"), made by the undersigned (together with any other entity which
becomes a party hereto pursuant to Section 24, each a "Guarantor" and,
collectively, the "Guarantors"). Except as otherwise defined herein, terms used
herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.


                              W I T N E S S E T H :


         WHEREAS, R.J. Reynolds Tobacco Holdings, Inc. (f/k/a RJR Nabisco, Inc.
and herein, the "Borrower"), the various lending institutions from time to time
party thereto (the "Lenders"), The Chase Manhattan Bank, as Administrative Agent
(the "Administrative Agent"), and Citibank, N.A. and Credit Suisse First Boston,
as Syndication Agents (the "Syndication Agents"), have entered into a Credit
Agreement, dated as of May 7, 1999 and amended and restated as of November 17,
2000 (as so amended and restated and as the same may be further amended,
restated, modified and/or supplemented from time to time, the "Credit
Agreement"), providing for the making of Loans to the Borrower and the issuance
of, and participation in, Letters of Credit for the account of the Borrower, all
as contemplated therein (the Lenders, the Administrative Agent, the Syndication
Agents, the Senior Managing Agents and the Collateral Agent herein called the
"Lender Creditors");

         WHEREAS, the Borrower may from time to time enter into one or more (i)
interest rate protection agreements (including, without limitation, interest
rate swaps, caps, floors, collars and similar agreements), (ii) foreign exchange
contracts, currency swap agreements, commodity agreements or other similar
agreements or arrangements designed to protect against the fluctuations in
currency values and/or (iii) other types of hedging agreements from time to time
(each such agreement or arrangement with a Hedging Creditor (as hereinafter
defined), a "Permitted Hedging Agreement") with any Lender or Lenders or a
syndicate of financial institutions organized by a Lender or an affiliate of a
Lender (even if in either case any such Lender ceases to be a Lender under the
Credit Agreement for any reason) (any institution that participates therein, and
in each case their subsequent successors and assigns, collectively, the "Hedging
Creditors", and together with the Lender Creditors, the "Creditors");

         WHEREAS, each Guarantor is a direct or indirect Subsidiary of the
Borrower;

         WHEREAS, certain of the Guarantors have heretofore entered into a
Subsidiary Guaranty, dated as of May 18, 1999 (as amended, modified and/or
supplemented to, but not including, the date hereof, the "Original Subsidiary
Guaranty");



<PAGE>   2


         WHEREAS, the Guarantors desire to amend and restate the Original
Subsidiary Guaranty in the form of this Guaranty;

         WHEREAS, the Credit Agreement and the Permitted Hedging Agreements
require that this Guaranty be executed and delivered; and

         WHEREAS, each Guarantor will obtain benefits from the incurrence of
Loans by the Borrower and the issuance of, and participation in, Letters of
Credit for the account of the Borrower under the Credit Agreement and the
entering into of the Permitted Hedging Agreements and, accordingly, desires to
execute this Guaranty in order to satisfy the requirements described in the
preceding paragraph;


         NOW, THEREFORE, in consideration of the foregoing and other benefits
accruing to each Guarantor, the receipt and sufficiency of which are hereby
acknowledged, each Guarantor hereby makes the following representations and
warranties to the Creditors and hereby covenants and agrees with each Creditor
as follows:

         1. Each Guarantor, jointly and severally, irrevocably and
unconditionally guarantees: (i) to the Lender Creditors the full and prompt
payment when due (whether at the stated maturity, by acceleration or otherwise)
of (x) the principal of and interest on the Notes issued by, and the Loans made
to, the Borrower under the Credit Agreement and all reimbursement obligations
and Unpaid Drawings with respect to Letters of Credit and (y) all other
obligations (including obligations which, but for any automatic stay under
Section 362(a) of the Bankruptcy Code, would become due) and liabilities owing
by the Borrower to the Lender Creditors (including, without limitation,
indemnities, Fees and interest thereon) now existing or hereafter incurred
under, arising out of or in connection with the Credit Agreement or any other
Credit Document and the due performance and compliance with the terms,
conditions and agreements contained in the Credit Documents by the Borrower (all
such principal, interest, liabilities and obligations being herein collectively
called the "Credit Document Obligations"); and (ii) to each Hedging Creditor the
full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all obligations (including obligations which, but
for any automatic stay under Section 362(a) of the Bankruptcy Code, would become
due) and liabilities owing by the Borrower to the Hedging Creditors (including,
without limitation, indemnities, fees and interest thereon) under any Permitted
Hedging Agreements, whether now in existence or hereafter arising, and the due
performance and compliance by the Borrower with all terms, conditions and
agreements contained therein (all such obligations and liabilities under this
clause (ii) being herein collectively called the "Hedging Obligations", and
together with the Credit Document Obligations are herein collectively called the
"Guaranteed Obligations"). Each Guarantor understands, agrees and confirms that
the Creditors may enforce this Guaranty up to the full amount of the Guaranteed
Obligations against each Guarantor without proceeding against any other
Guarantor, the Borrower, against any security for the Guaranteed Obligations, or
against any other guarantor under any other guaranty covering all or a portion
of the Guaranteed Obligations. This Guaranty shall constitute a guaranty of
payment and not of collection. All payments by each Guarantor under this
Guaranty shall be made on the same basis as payments by the Borrower under
Sections 4.03 and 4.04 of the Credit Agreement.


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         2. Additionally, each Guarantor, jointly and severally, unconditionally
and irrevocably, guarantees the payment of any and all Guaranteed Obligations to
the Creditors whether or not due or payable by the Borrower upon the occurrence
in respect of the Borrower of any of the events specified in Section 9.05 of the
Credit Agreement, and unconditionally and irrevocably, jointly and severally,
promises to pay such Guaranteed Obligations to the Creditors, or order, on
demand, in lawful money of the United States of America.

         3. The liability of each Guarantor hereunder is exclusive and
independent of any security for or other guaranty of the Guaranteed Obligations
whether executed by such Guarantor, any other Guarantor, any other guarantor or
by any other person, and the liability of each Guarantor hereunder shall not be
affected or impaired by (i) any direction as to application of payment by the
Borrower or by any other person, (ii) any other continuing or other guaranty,
undertaking or maximum liability of a guarantor or of any other person as to the
Guaranteed Obligations, (iii) any payment on or in reduction of any such other
guaranty or undertaking, (iv) any dissolution, termination or increase, decrease
or change in personnel by the Borrower, (v) any payment made to any Creditor on
the Guaranteed Obligations which any Creditor repays the Borrower pursuant to
court order in any bankruptcy, reorganization, arrangement, moratorium or other
debtor relief proceeding, and each Guarantor waives any right to the deferral or
modification of its obligations hereunder by reason of any such proceeding, (vi)
any action or inaction by the Creditors as contemplated in Section 6 hereof or
(vii) any invalidity, irregularity or unenforceability of all or part of the
Guaranteed Obligations or of any security therefor.

         4. The obligations of each Guarantor hereunder are independent of the
obligations of any other Guarantor, any other guarantor of the Borrower or the
Borrower, and a separate action or actions may be brought and prosecuted against
each Guarantor whether or not action is brought against any other Guarantor, any
other guarantor of the Borrower or the Borrower and whether or not any other
Guarantor, any other guarantor of the Borrower or the Borrower be joined in any
such action or actions. Each Guarantor waives, to the fullest extent permitted
by law, the benefit of any statute of limitations affecting its liability
hereunder or the enforcement thereof. Any payment by the Borrower or other
circumstance which operates to toll any statute of limitations as to the
Borrower shall operate to toll the statute of limitations as to each Guarantor.

         5. Each Guarantor hereby waives notice of acceptance of this Guaranty
and notice of any liability to which it may apply, and waives promptness,
diligence, presentment, demand of payment, protest, notice of dishonor or
nonpayment of any such liabilities, suit or taking of other action by the
Administrative Agent or any other Creditor against, and any other notice to, any
party liable thereon (including such Guarantor or any other guarantor of the
Borrower).

         6. Any Creditor may at any time and from time to time without the
consent of, or notice to, any Guarantor, without incurring responsibility to
such Guarantor, without impairing or releasing the obligations of such Guarantor
hereunder, upon or without any terms or conditions and in whole or in part:

                 (i) change the manner, place or terms of payment of, and/or
         change or extend the time of payment of, renew or alter, any of the
         Guaranteed Obligations (including any


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<PAGE>   4


         increase or decrease in the rate of interest thereon), any security
         therefor, or any liability incurred directly or indirectly in respect
         thereof, and the guaranty herein made shall apply to the Guaranteed
         Obligations as so changed, extended, renewed or altered;

                (ii) take and hold security for the payment of the Guaranteed
         Obligations and/or sell, exchange, release, surrender, realize upon or
         otherwise deal with in any manner and in any order any property by
         whomsoever at any time pledged or mortgaged to secure, or howsoever
         securing, the Guaranteed Obligations or any liabilities (including any
         of those hereunder) incurred directly or indirectly in respect thereof
         or hereof, and/or any offset thereagainst;

               (iii) exercise or refrain from exercising any rights against the
         Borrower, any Guarantor, any other guarantor of the Borrower or others
         or otherwise act or refrain from acting;

                (iv) settle or compromise any of the Guaranteed Obligations, any
         security therefor or any liability (including any of those hereunder)
         incurred directly or indirectly in respect thereof or hereof, and may
         subordinate the payment of all or any part thereof to the payment of
         any liability (whether due or not) of the Borrower to creditors of the
         Borrower;

                 (v) apply any sums by whomsoever paid or howsoever realized to
         any liability or liabilities of the Borrower to the Creditors
         regardless of what liabilities of the Borrower remain unpaid;

                (vi) release or substitute any one or more endorsers,
         guarantors, Guarantors, the Borrower or other obligors;

               (vii) consent to or waive any breach of, or any act, omission or
         default under, the Permitted Hedging Agreements, the Credit Documents
         or any of the instruments or agreements referred to therein, or
         otherwise amend, modify or supplement any of the Permitted Hedging
         Agreements, the Credit Documents or any of such other instruments or
         agreements; and/or

              (viii) act or fail to act in any manner referred to in this
         Guaranty which may deprive such Guarantor of its right to subrogation
         against the Borrower to recover full indemnity for any payments made
         pursuant to this Guaranty.

         7. No invalidity, irregularity or unenforceability of all or any part
of the Guaranteed Obligations or of any security therefor shall affect, impair
or be a defense to this Guaranty, and this Guaranty shall be primary, absolute
and unconditional notwithstanding the occurrence of any event or the existence
of any other circumstances which might constitute a legal or equitable discharge
of a surety or guarantor except payment in full of the Guaranteed Obligations.


                                      =4=

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         8. This Guaranty is a continuing one and all liabilities to which it
applies or may apply under the terms hereof shall be conclusively presumed to
have been created in reliance hereon. No failure or delay on the part of any
Creditor in exercising any right, power or privilege hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, power
or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
expressly specified are cumulative and not exclusive of any rights or remedies
which any Creditor would otherwise have. No notice to or demand on any Guarantor
in any case shall entitle such Guarantor to any other further notice or demand
in similar or other circumstances or constitute a waiver of the rights of any
Creditor to any other or further action in any circumstances without notice or
demand. It is not necessary for any Creditor to inquire into the capacity or
powers of the Borrower or any of its Subsidiaries or the officers, directors,
partners or agents acting or purporting to act on its behalf, and any
indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.

         9. Any indebtedness of the Borrower now or hereafter held by any
Guarantor is hereby subordinated to the indebtedness of the Borrower to the
Creditors; and such indebtedness of the Borrower to any Guarantor, if the
Administrative Agent, after an Event of Default has occurred, so requests, shall
be collected, enforced and received by such Guarantor as trustee for the
Creditors and be paid over to the Creditors on account of the indebtedness of
the Borrower to the Creditors, but without affecting or impairing in any manner
the liability of such Guarantor under the other provisions of this Guaranty.
Prior to the transfer by any Guarantor of any note or negotiable instrument
evidencing any indebtedness of the Borrower to such Guarantor, such Guarantor
shall mark such note or negotiable instrument with a legend that the same is
subject to this subordination. Without limiting the generality of the foregoing,
each Guarantor hereby agrees with the Creditors that it will not exercise any
right of subrogation which it may at any time otherwise have as a result of this
Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or
otherwise) until all Guaranteed Obligations have been irrevocably paid in full
in cash.

         10. (a) Each Guarantor waives any right (except as shall be required by
applicable statute and cannot be waived) to require the Creditors to: (i)
proceed against the Borrower, any other Guarantor, any other guarantor of the
Borrower or any other person; (ii) proceed against or exhaust any security held
from the Borrower, any other Guarantor, any other guarantor of the Borrower or
any other person; or (iii) pursue any other remedy in the Creditors' power
whatsoever. Each Guarantor waives any defense based on or arising out of any
defense of the Borrower, any other Guarantor, any other guarantor of the
Borrower or any other person other than payment in full in cash of the
Guaranteed Obligations, including, without limitation, any defense based on or
arising out of the disability of the Borrower, any other Guarantor, any other
guarantor of the Borrower or any other person, or the unenforceability of the
Guaranteed Obligations or any part thereof from any cause, or the cessation from
any cause of the liability of the Borrower other than payment in full in cash of
the Guaranteed Obligations. The Creditors may, at their election, foreclose on
any security held by the Administrative Agent, the Collateral Agent or the other
Creditors by one or more judicial or nonjudicial sales, whether or not every
aspect of any such sale is commercially reasonable (to the extent such sale is
permitted by


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<PAGE>   6


applicable law), or exercise any other right or remedy the Creditors may have
against the Borrower or any other person, or any security, without affecting or
impairing in any way the liability of any Guarantor hereunder except to the
extent the Guaranteed Obligations have been paid in full in cash. Each Guarantor
waives any defense arising out of any such election by the Creditors, even
though such election operates to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of such Guarantor against the Borrower
or any other person or any security.

         (b) Each Guarantor waives all presentments, demands for performance,
protests and notices, including, without limitation, notices of nonperformance,
notices of protest, notices of dishonor, notices of acceptance of this Guaranty,
and notices of the existence, creation or incurring of new or additional
indebtedness. Each Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower's financial condition and assets, and of all
other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks which such Guarantor
assumes and incurs hereunder, and agrees that the Creditors shall have no duty
to advise any Guarantor of information known to them regarding such
circumstances or risks.

         (c) Until such time as the Guaranteed Obligations have been paid in
full in cash, each Guarantor hereby waives all contractual, statutory or common
law rights of reimbursement, contribution or indemnity from the Borrower or any
other Guarantor which it may at any time otherwise have as a result of this
Guaranty.

         11. If and to the extent that any Guarantor makes any payment to any
Creditor or to any other Person pursuant to or in respect of this Guaranty, any
claim which such Guarantor may have against the Borrower by reason thereof shall
be subject and subordinate to the prior payment in full of the Guaranteed
Obligations to each Creditor. Prior to the transfer by any Guarantor of any note
or negotiable instrument evidencing any indebtedness of the Borrower to such
Guarantor, such Guarantor shall mark such note or negotiable instrument with a
legend that the same is subject to this subordination.

         12. Each Guarantor covenants and agrees that on and after the date
hereof and until the termination of the Total Commitment and all Permitted
Hedging Agreements and when no Note or Letter of Credit remains outstanding and
all other Guaranteed Obligations have been paid in full (other than those
arising from indemnities for which no request has been made), such Guarantor
shall take, or will refrain from taking, as the case may be, all actions that
are necessary to be taken or not taken so that no violation of any provision,
covenant or agreement contained in Section 7 or 8 of the Credit Agreement, and
so that no Event of Default, is caused by the actions of such Guarantor or any
of its Subsidiaries.

         13. The Guarantors hereby jointly and severally agree to pay all
reasonable and actual out-of-pocket costs and expenses of each Creditor in
connection with the enforcement of this Guaranty and the protection of such
Creditor's rights hereunder, and in connection with any amendment, waiver or
consent relating hereto (including, without limitation, the reasonable and
actual fees and disbursements of counsel employed by the Administrative Agent or
any of the other Creditors). Any reference in this Guaranty, to "fees of
counsel" shall mean the actual and


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<PAGE>   7


reasonable fees of counsel incurred at customary and reasonable rates in the
jurisdiction in which such counsel performed its services, not pursuant to any
statutory formula or percentage calculation.

         14. This Guaranty shall be binding upon each Guarantor and its
successors and assigns and shall inure to the benefit of the Creditors and their
successors and assigns.

         15. Neither this Guaranty nor any provision hereof may be changed,
waived, discharged or terminated in any manner whatsoever unless in writing duly
signed by the Administrative Agent (with the consent of (x) the Required Lenders
or, to the extent required by Section 12.12 of the Credit Agreement, all of the
Lenders, at all times prior to the time at which all Credit Document Obligations
have been paid in full, or (y) the holders of at least a majority of the
outstanding Hedging Obligations at all times after the time at which all Credit
Document Obligations have been paid in full) and each Guarantor directly
affected thereby (it being understood that the addition or release of any
Guarantor hereunder shall not constitute a change, waiver, discharge or
termination affecting any Guarantor other than the Guarantor so added or
released); provided, that any change, waiver, modification or variance affecting
the rights and benefits of a single Class (as defined below) of Creditors (and
not all Creditors in a like or similar manner) shall require the written consent
of the Requisite Creditors (as defined below) of such Class. For the purpose of
this Guaranty, the term "Class" shall mean each class of Creditors, i.e.,
whether (i) the Lender Creditors as holders of the Credit Document Obligations
or (ii) the Hedging Creditors as holders of the Hedging Obligations. For the
purpose of this Guaranty, the term "Requisite Creditors" of any Class shall mean
each of (i) with respect to the Credit Document Obligations, the Required
Lenders and (ii) with respect to the Hedging Obligations, the holders of at
least a majority of all obligations outstanding from time to time under the
Permitted Hedging Agreements.

         16. Each Guarantor acknowledges that an executed (or conformed) copy of
each of the Credit Documents and the Permitted Hedging Agreements has been made
available to its principal executive officers and such officers are familiar
with the contents thereof.

         17. In addition to any rights now or hereafter granted under applicable
law (including, without limitation, Section 151 of the New York Debtor and
Creditor Law) and not by way of limitation of any such rights, upon the
occurrence and during the continuance of an Event of Default (such term to mean
and include any "Event of Default" as defined in the Credit Agreement or any
payment default under any Permitted Hedging Agreement and shall in any event,
include, without limitation, any payment default on any of the Guaranteed
Obligations continuing after any applicable grace period), each Creditor is
hereby authorized at any time or from time to time, without notice to any
Guarantor or to any other Person, any such notice being expressly waived, to set
off and to appropriate and apply any and all deposits (general or special) and
any other indebtedness at any time held or owing by such Creditor to or for the
credit or the account of such Guarantor, against and on account of the
obligations and liabilities of such Guarantor to such Creditor under this
Guaranty, irrespective of whether or not such Creditor shall have made any
demand hereunder and although said obligations, liabilities, deposits or claims,
or any of them, shall be contingent or unmatured. Each Creditor acknowledges and
agrees that the


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<PAGE>   8


provisions of this Section 17 are subject to the sharing provisions set forth in
Section 12.06(b) of the Credit Agreement.

         18. All notices and other communications provided for hereunder shall
be in writing (including telegraphic, telex, facsimile transmission or cable
communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered
(including by way of overnight courier) (i) in the case of any Lender Creditor,
as provided in the Credit Agreement, (ii) in the case of any Guarantor, at its
address set forth opposite its signature below and (iii) in the case of any
Hedging Creditor, at such address as such Hedging Creditor shall have specified
in writing to the Guarantor; or, in any case, at such other address as shall be
designated by any party in a written notice to the other parties hereto. All
such notices and communications shall be deemed to have been duly given or made
(i) in the case of any Creditor, when received and (ii) in the case of any
Guarantor, when delivered to such Guarantor in any manner required or permitted
hereunder.

         19. If claim is ever made upon any Creditor for repayment or recovery
of any amount or amounts received in payment or on account of any of the
Guaranteed Obligations and any of said Creditors repays all or part of said
amount by reason of (i) any judgment, decree or order of any court or
administrative body having jurisdiction over such Creditor or any of its
property or (ii) any settlement or compromise of any such claim effected by such
Creditor with any such claimant (including the Borrower), then and in such event
each Guarantor agrees that any such judgment, decree, order, settlement or
compromise shall be binding upon such Guarantor, notwithstanding any revocation
hereof or the cancellation of any Note or any Permitted Hedging Agreement or
other instrument evidencing any liability of the Borrower, and such Guarantor
shall be and remain liable to such Creditor hereunder for the amount so repaid
or recovered to the same extent as if such amount had never originally been
received by any such Creditor.

         20. (a) This Guaranty and the rights and obligations of the Creditors
and of the undersigned hereunder shall be governed by and construed in
accordance with the law of the state of New York.

         (b) Any legal action or proceeding with respect to this Guaranty or any
other Credit Document to which any Guarantor is a party may be brought in the
courts of the state of New York or of the United States of America for the
Southern District of New York, and, by execution and delivery of this Guaranty,
each Guarantor hereby irrevocably accepts for itself and in respect of its
property, generally and unconditionally, the jurisdiction of the aforesaid
courts. Each Guarantor further irrevocably consents to the service of process
out of any of the aforementioned courts in any such action or proceeding by the
mailing of copies thereof by registered or certified mail, postage prepaid, to
such Guarantor at its address set forth opposite its signature below, such
service to become effective 30 days after such mailing. Each Guarantor hereby
irrevocably waives any objection to such service of process and further
irrevocably waives and agrees not to plead or claim in any action or proceeding
commenced hereunder or under any other credit document to which such Guarantor
is a party that service of process was in any way invalid or ineffective. Each
Guarantor hereby irrevocably appoints the Borrower as its agent for service of
process in respect of any such action or proceeding. Nothing herein shall


                                      -8-

<PAGE>   9


affect the right of any of the creditors to serve process in any other manner
permitted by law or to commence legal proceedings or otherwise proceed against
any Guarantor in any other jurisdiction.

         (c) Each Guarantor hereby irrevocably waives any objection which it may
now or hereafter have to the laying of venue of any of the aforesaid actions or
proceedings arising out of or in connection with this Guaranty or any other
Credit Document brought in the courts referred to in clause (b) above and hereby
further irrevocably waives and agrees not to plead or claim in any such court
that such action or proceeding brought in any such court has been brought in an
inconvenient forum.

         (d) Each Guarantor hereby irrevocably waives all rights to a trial by
jury in any action, proceeding or counterclaim arising out of or relating to
this Guaranty, the other Credit Documents or the transactions contemplated
hereby or thereby.

         21. In the event that all of the capital stock or other equity
interests of one or more Guarantors is sold or otherwise disposed of (to a
Person other than the Borrower or a Subsidiary thereof) or liquidated in
compliance with the requirements of Section 8.02 of the Credit Agreement (or
such sale, disposition or liquidation has been approved in writing by the
Required Lenders (or all Lenders if required by Section 12.12 of the Credit
Agreement)), such Guarantor shall be released from this Guaranty and this
Guaranty shall, as to each such Guarantor or Guarantors, terminate, and have no
further force or effect (it being understood and agreed that the sale of one or
more Persons that own, directly or indirectly, all of the capital stock or other
equity interests of any Guarantor shall be deemed to be a sale of such Guarantor
for the purposes of this Section 21).

         22. All payments made by any Guarantor hereunder will be made without
setoff, counterclaim or other defense.

         23. This Guaranty may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all
the parties hereto shall be lodged with the Borrower and the Administrative
Agent.

         24. It is understood and agreed that any Subsidiary of the Borrower
that is required to execute a counterpart of this Guaranty pursuant to the
Credit Agreement shall automatically become a Guarantor hereunder by executing a
counterpart hereof and delivering the same to the Administrative Agent.

         25. Notwithstanding anything else to the contrary in this Guaranty, the
Creditors agree that this Guaranty may be enforced only by the action of the
Administrative Agent acting upon the instructions of the Required Lenders (or,
after the date on which all Credit Document Obligations have been paid in full,
the holders of at least a majority of the outstanding Hedging Obligations), and
that no other Creditor shall have any right individually to seek to enforce or
to enforce this Guaranty, it being understood and agreed that such rights and
remedies may be


                                      -9-

<PAGE>   10


exercised by the Administrative Agent or the holders of at least a majority of
the outstanding Hedging Obligations, as the case may be, for the benefit of the
Creditors upon the terms of this Guaranty. The Creditors further agree that this
Guaranty may not be enforced against any director, officer, employee, or
stockholder of any Guarantor (except to the extent such stockholder is also a
Guarantor hereunder). It is understood that the agreement in this Section 25 is
among and solely for the benefit of the Lenders and that if the Required Lenders
so agree (without requiring the consent of any Guarantor), this Guaranty may be
directly enforced by any Creditor.

         26. Each Guarantor hereby confirms that it is its intention that this
Guaranty not constitute a fraudulent transfer or conveyance for purposes of any
bankruptcy, insolvency or similar law, the Uniform Fraudulent Conveyance Act or
any similar Federal, state of foreign law. To effectuate the foregoing
intention, each Guarantor hereby irrevocably agrees that the Guaranteed
Obligations shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other (contingent or otherwise) liabilities of
such Guarantor that are relevant under such laws, result in the Guaranteed
Obligations of such Guarantor in respect of such maximum amount not constituting
a fraudulent transfer or conveyance.


                                      * * *

         IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be
executed and delivered as of the date first above written.

Address:

P.O. Box 2959                                R.J. REYNOLDS TOBACCO COMPANY, as a
401 N. Main Street                             Guarantor
Winston Salem, NC 27102
Attn: Guy Blynn

                                             By: /s/ Thomas R. Adams
                                                 -------------------------------
                                                 Title: SVP & Controller


Accepted and Agreed to:

THE CHASE MANHATTAN BANK,
as Administrative Agent for the Lenders



By: /s/ Robert T. Sacks
    -----------------------------------
    Title: Managing Director



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