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                                                                   Exhibit 10.70

                                 AMENDMENT NO. 3
                                     TO THE
                     BROWN & WILLIAMSON TOBACCO CORPORATION
                                HEALTH CARE PLAN
                             FOR SALARIED EMPLOYEES

     THIS AMENDMENT NO. 3 to the Brown & Williamson Tobacco Corporation Health
Care Plan for Salaried Employees (the "Plan"), as amended through March 8, 2004,
is made and entered into the 30th day of December, 2004. The provisions of this
Amendment shall be effective as of July 30, 2004;

                                   WITNESSETH:

     WHEREAS, Reynolds American Inc. ("RAI") maintains the Plan for the benefit
of former employees of Brown & Williamson Tobacco Corporation who are employed
in "transitional employment" (as such term is defined in the Plan) by RAI or any
of its subsidiaries and affiliates designated as participating companies; and

     WHEREAS, the RAI Employee Benefits Committee (the "Committee"), by actions
taken on December 30, 2004, authorized amendments to the Plan to modify various
Plan provisions to reflect the transactions contemplated by the Business
Combination (as such term is defined in the Plan) and make other administrative
changes to the Plan; and

     WHEREAS, such action of the Committee further authorized the members of the
Committee to perform any and all acts and execute any and all documents that
they may deem necessary to effectuate the Committee's resolutions;

     NOW, THEREFORE, the Plan hereby is amended as follows:

                                       1.

     The first sentence of the Preamble of the Plan is hereby amended in its
entirety to read as follows:

     "The Sponsoring Company adopted the Brown & Williamson Tobacco Corporation
Comprehensive Health Care Plan and Separate Operations for Salaried Employees
(the "Prior Plan"), effective as of July 1, 1988, to provide health care
benefits to Eligible Employees of the Brown & Williamson Tobacco Corporation,
BATUS, Inc., Brown & Williamson Industries, Inc., and effective as of December
1, 1988, B.A.T. Capital Corporation, and their eligible dependents."

                                       2.

     The first sentence of the second paragraph of the Preamble of the Plan is
hereby amended in its entirety to read as follows:


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     "Effective January 1, 1992, the Sponsoring Company amended and restated in
its entirety the Prior Plan under the name of the Brown & Williamson Tobacco
Corporation Health Care Plan for Salaried Employees (the "Plan") which
incorporated into a single plan document all plans providing self-insured health
care benefits to salaried employees of the Company and their eligible
dependents."

                                       3.

     The last two paragraphs of the Preamble of the Plan are hereby amended be
deleting the term "Company" and replacing it with the term "Sponsoring Company"
each place it appears therein.

                                       4.

     The first paragraph of Section 1.45(c) of the Plan is hereby amended in its
entirety to read as follows:

     "Effective as of the Closing of the Business Combination, the provisions
set forth below shall apply."

                                       5.

     Section 1.52 of the Plan is hereby amended in its entirety to read as
follows:

     "1.52 Plan Administrator or Administrator.  The terms "Plan Administrator"
          or "Administrator" means, for the period from July 30, 2004 to August
          17, 2004, the RJR Employee Benefits Committee, and thereafter means
          the RAI Employee Benefits Committee, as described in Section 13.01."

                                       6.

     Article 1 of the Plan is hereby amended by adding a new Section 1.66A,
immediately following Section 1.66, to read as follows:

     "1.66A Sponsoring Company.  The term "Sponsoring Company" means Reynolds
          American Inc." Prior to the Closing, the term "Sponsoring Company"
          meant Brown & Williamson Tobacco Corporation."

                                       7.

     Section 2.01(b) is amended in its entirety to read as follows:

     (b)  Except as otherwise provided in Section 2.01, the following
          eligibility rules shall apply:


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          (1)  any Eligible Employee who is transferred from a business
               operation which, prior to March 1, 1995, was part of The American
               Tobacco Company or Golden Belt Manufacturing Company shall
               commence participation in the Plan as provided in this Section
               2.01 on the later of March 1, 1995 or transfer to employment as
               an Eligible Employee; and

          (2)  former employees of Brown & Williamson Tobacco Corporation (or a
               Related Company) who are employed by RAI pursuant to the
               "Business Combination" at and after "Closing" (as such terms are
               defined in Section 1.08(a)) or individuals who, prior to July 30,
               2004, received written job offers from management of Brown &
               Williamson Tobacco Corporation for employment in the Brown &
               Williamson Federal Credit Union and became employed by RAI on or
               after July 30, 2004 ("Credit Union Employees"), in either case
               for a "transition period" (as defined in paragraph (3) below),
               and who were Participants in the Plan immediately prior to
               Closing, or who first become eligible to participate while in
               "transitional employment" (as defined in paragraph (3) below)
               (taking into account service before and after Closing), shall
               continue to be (or, as applicable, shall become) eligible to
               participate in the Plan in all respects until the first to occur
               of (i) termination of employment for any reason, or (ii)
               commencement of "regular employment" with RAI (as defined in
               paragraph (3) below).

          (3)  For purposes of this Plan, the term "regular employment" means
               full- or part-time ongoing employment with RAI that is not
               classified by RAI as transitional employment. An employee is
               considered to be in "transitional employment" if his or her
               employment is transferred to RAI in connection with the Business
               Combination or he or she is a Credit Union Employee, and the
               employee is employed within the B&W Division of RAI for a limited
               period of time (a "transition period").

                                       8.

     Section 2.01(c) of the Plan is hereby amended by (i) deleting the word
"and" at the end of Section 2.01(c)(6), (ii) deleting the "." at the end of
Section 2.01(c)(7) and replacing it with a "," and (iii) amending Sections
2.01(c)(8) and (9) in their entirety to read as follows:

          (8)  except as provided in Section 2.01(b)(2) with respect to Credit
               Union Employees, any individual who was not an Employee of the
               Company as defined in Section 1.08(a)(2) immediately prior to
               Closing, and

          (9)  salaried Employees who enter into "regular employment" (as
               defined in Section 2.01(b)(3)) with RAI at and after Closing,
               effective the date such regular employment commences.

                                       9.


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     Section 2.03(a)(3) of the Plan is hereby amended by adding the phrase
"which has not adopted the Plan" immediately following the term "Related
Company" where it appears therein.

                                       10.

     Section 2.10(a) of the Plan is hereby amended by deleting the term
"Company" and replacing it with the term "Plan Administrator" where it appears
therein.

                                       11.

     Section 12.08 of the Plan is hereby amended in its entirety to read as
follows:

     "12.08 HIPAA PrivacyRule.  Notwithstanding anything in this Plan to the
          contrary, the Plan shall be operated in accordance with the Health
          Insurance Portability and Accountability Act.

     (a)  Disclosure of PHI to the Company

          (1)  The Plan may disclose to the Company "summary health
               information," as that term is defined in the Standards for
               Privacy of Individually Identifiable Health Information, 45 CFR
               Part 160 and Part 164, subparts A and E (the "Privacy Rule"), for
               the purpose of allowing the Company to: (i) obtain bids from
               insurers for providing health insurance coverage under the Plan;
               or (ii) amend or terminate the Plan.

          (2)  The Plan may disclose to the Company enrollment or disenrollment
               information regarding an individual.

          (3)  The Plan may disclose an individual's protected health
               information, as that term is defined in the Privacy Rule ("PHI"),
               to the Company if authorized by the individual to make such
               disclosure in accordance with the Privacy Rule.

          (4)  Except as provided in Sections 12.08(a)(1), (2) and (3) above and
               subject to the other provisions of this Section 12.08, the Plan
               may disclose the PHI of a Participant of the Plan or his or her
               Dependent-Participant, if any, to the Company only as necessary
               to enable the Company to perform "Plan Administration Functions"
               on behalf of the Plan.

          (5)  The term "Plan Administration Functions" shall have the same
               meaning ascribed to it by the Privacy Rule and shall include
               those activities that meet the Privacy Rule's definition of
               "Payment" or "Health Care Operations," including, without
               limitation, activities related to claims processing, auditing,
               eligibility or coverage decisions, utilization review, billing
               and collections, coordination of benefits, claims management,
               quality assurance, case management, and benefit design.
               Notwithstanding the foregoing, the term "Plan Administration
               Functions" shall not include


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               any activities related to (i) obtaining bids from health insurers
               for the purpose of providing health insurance coverage under the
               Plan; (ii) amending or terminating the Plan; or (iii) enrollment
               or disenrollment in the Plan.

     (b)  Use and Disclosure of PHI by the Company

          (1)  The Company may use and/or disclose the PHI that it receives from
               the Plan pursuant to Section 12.08(a)(4) to the extent necessary
               to perform Plan Administration Functions or as required by law.
               The following Employees of the Company assist with Plan
               Administration Functions, and in connection with those job
               responsibilities, may use and/or disclose PHI that is received
               from the Plan:

               (A)  The designated Privacy Official and Privacy Contact;

               (B)  Employees who work in the Company's human resources
                    department and have responsibility for the Plan;

               (C)  Employees who work in the Company's benefits department and
                    have responsibility for the Plan;

               (D)  Employees who work in the Company's legal department and
                    have responsibility for the Plan;

               (E)  Employees who work in the Company's finance department and
                    have responsibility for the Plan, including auditing and
                    plan accounting functions; and

               (F)  Employees who work in the Company's payroll department and
                    have responsibility for payroll deductions relating to the
                    Plan.

     (c)  Plan Sponsor Certification

          (1)  The Plan may disclose an individual's PHI to the Company pursuant
               to Section 12.08(a)(4) only upon receipt of a certification from
               the Company that the Plan has been amended consistent with the
               Privacy Rule, as reflected in this Section, and that the Company
               will comply with the provisions of this Section, including the
               provisions of Section 12.08(c)(2) below.

          (2)  If the Plan discloses an individual's PHI to the Company pursuant
               to Section 12.08(a)(4), the Company agrees and certifies as
               follows:

               (A)  The Company will not use or disclose such PHI other than as
                    permitted by the Plan or as required by law.


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               (B)  The Company will ensure that any agents to whom it provides
                    such PHI agree to the same restrictions and conditions
                    applicable to the Company with respect to the PHI.

               (C)  The Company will not use or disclose such PHI for
                    employment-related actions and decisions or in connection
                    with any other employee benefit plan sponsored by the
                    Company.

               (D)  The Company will report to the Plan any known use or
                    disclosure of such PHI which is inconsistent with the
                    permitted uses or disclosures of the PHI.

               (E)  To the extent such PHI is part of a "Designated Record Set"
                    ("DRS"), as that term is defined by the Privacy Rule, the
                    Company will allow the individual that is the subject of the
                    PHI to access and copy the PHI in accordance with the
                    Privacy Rule.

               (F)  To the extent such PHI is part of a DRS, the Company will
                    make such PHI available for amendment or will incorporate
                    any amendments to the PHI in accordance with the Privacy
                    Rule.

               (G)  The Company will make available such information as is
                    required to allow the Plan to provide an accounting of
                    disclosures of PHI to an individual in accordance with the
                    Privacy Rule.

               (H)  The Company will make its internal practices, books and
                    records relating to the use and disclosure of PHI received
                    from the Plan available to the Secretary of the Department
                    of Health and Human Services as necessary for the Secretary
                    to determine the Plan's compliance with the Privacy Rule.

               (I)  If feasible, the Company will return or destroy all PHI
                    received from the Plan once it is no longer needed for the
                    purpose for which the disclosure was made, and if the return
                    or destruction of the PHI is not feasible, the Company will
                    limit the future use and disclosure of such information to
                    those purposes which make the return or destruction of the
                    information infeasible.

               (J)  The Company will provide for adequate separation between the
                    Plan and Company, in the manner described in the Privacy
                    Rule and this Section.


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     (d)  Non-Compliance.  If any of the individuals identified in Section
          12.08(c) fails to comply with the provisions of this Section, he or
          she will be subject to the Plan's HIPAA Privacy Policies and
          Procedures regarding sanctions for violating the Privacy Rule.

     (e)  HIPAA Privacy Rule Controls over Conflicting Provisions.  If there is
          any conflict between the provisions of this Section 12.08 and the
          remaining provisions of the Plan, the provisions of this Section 12.08
          will control."

                                       12.

     Article 12 of the Plan is hereby amended by adding a new Section 12.09 to
the end thereof to read as follows:

     "12.09 Adoption/Withdrawal of Participating Companies.

     (a)  Any Related Company may, with the consent of the Plan Administrator,
          adopt the Plan and thereby become a participating Company hereunder by
          executing an instrument evidencing such adoption and filing a copy
          thereof with the Plan Administrator. By this adoption of the Plan,
          participating Companies (other than the Sponsoring Company) shall be
          deemed to consent to actions taken by the Sponsoring Company in
          entering into any arrangements for the purpose of providing benefits
          under the Plan, and to authorize the Sponsoring Company and/or the
          Plan Administrator on behalf of the participating Company to take any
          actions within the authority of the Sponsoring Company under the terms
          of the Plan.

     (b)  Notwithstanding the foregoing, in the case of any participating
          Company that adopts the Plan and thereafter (i) ceases to exist or
          (ii) withdraws or is eliminated from the Plan, it shall not thereafter
          be considered a participating Company thereunder and the Employees of
          such participating Company shall no longer be eligible to participate
          in the Plan. Any participating Company (other than the Sponsoring
          Company) which adopts the Plan may elect separately to withdraw from
          the Plan and such withdrawal shall constitute a termination of the
          Plan as to it; provided, however, that such terminating participating
          Company shall continue to be a participating Company for the purposes
          hereof as to Participants and Dependent-Participants to whom it owes
          obligations hereunder, unless the Sponsoring Company or the Plan
          Administrator directs otherwise.

     (c)  Effective as of the Closing, R.J. Reynolds Tobacco Company is the only
          Related Company that has adopted the Plan and become a participating
          Company hereunder."


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                                       13.

     Article 13 of the Plan is hereby amended in its entirety to read as
follows:

                                   "ARTICLE 13
                               Plan Administration

     13.01 Plan Administrator.  The Plan Administrator shall administer the Plan
          and shall be the "named fiduciary" for the Plan. Nothing herein shall
          restrict the Sponsoring Company's right to remove a Plan Administrator
          at any time. The Plan Administrator shall be responsible for the
          day-to-day administration of the Plan; provided that the Plan
          Administrator may delegate its administrative duties to one or more
          Benefits Administration Committees or Claims Administrators as set
          forth in Section 13.04 below. The Sponsoring Company's sole
          responsibility with respect to the administration of the Plan is to
          appoint or remove the Plan Administrator.

     13.02 Duties and Powers of the Plan Administrator.  The Plan Administrator
          shall have the following duties, responsibilities and authority with
          respect to the administration of the Plan:

     (a)  Complete discretionary authority to construe and interpret the Plan
          including, without limitation, determining an Employee's eligibility
          to participate in and receive benefits under the Plan, correcting any
          defect, supplying and omitting and reconciling any inconsistency;

     (b)  To prescribe procedures to be followed by Eligible Employees and
          Participants in making elections, filing claims, and any other
          administrative procedure necessary to properly administer the Plan.
          Notwithstanding any other provision of the Plan, the Plan
          Administrator and any Claims Administrator may prospectively revise
          their rules and procedures whenever they deem it appropriate, even if
          this causes inconsistency with prior decisions or results;

     (c)  To prepare and distribute information explaining the Plan to Eligible
          Employees and Participants;

     (d)  To receive from the Company, the Eligible Employees and Participants
          such information as may be necessary or desirable for the proper
          administration of the Plan;

     (e)  To employ such persons, including, but not limited to, actuaries,
          accountants, and counsel, as it deems appropriate, to perform such
          duties as may from time to time be required either by administrative
          convenience or necessity or under ERISA or under the Code and to
          render advice upon request with regard to any matters arising under
          the Plan;


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     (f)  To prepare and file any reports or returns with respect to the Plan
          required under applicable law;

     (g)  To take all other steps deemed necessary or appropriate to properly
          administer the Plan in accordance with its terms and the requirements
          of applicable law; and

     (h)  To act in accordance with all applicable laws governing applicable
          fiduciary standards.

     13.03 Rules and Decisions.  The Plan Administrator shall decide any matter,
          and may adopt any rule or procedure, regarding eligibility, benefits,
          claims, or any other issue arising under the Plan that it deems
          necessary, desirable or appropriate in the administration of the Plan,
          including factual determinations. All rules and decisions of the Plan
          Administrator shall be uniformly and consistently applied to all
          Eligible Employees and Participants in similar circumstances and shall
          be conclusive and binding on all persons having an interest in the
          Plan. When making any decision or determination, the Plan
          Administrator or its delegate shall be entitled to rely upon, without
          further inquiry, such information as may be furnished to it by an
          Eligible Employee or Participant, the Company, legal counsel, or the
          administrator of another plan.

     13.04 Delegation and Allocation of Responsibility of the Plan
          Administrator.

     (a)  The Plan Administrator, in its discretion, may delegate its
          administrative duties and responsibilities to one or more Benefits
          Administration Committees each consisting of three or more persons,
          who shall be appointed by and serve at the pleasure of the Plan
          Administrator and one or more of whom may also be members of the RAI
          Employee Benefits Committee. Vacancies in the Benefits Administration
          Committees shall be filled by the Plan Administrator but the Benefits
          Administration Committees may act, notwithstanding any vacancies, so
          long as there are at least two members of such Committee. The members
          of a Benefits Administration Committee shall serve without
          compensation for their services as such, but shall be reimbursed by
          the Sponsoring Company for all necessary expenses incurred in the
          discharge of their duties.

     (b)  Subject to restrictions imposed by the Plan Administrator, a Benefits
          Administration Committee's powers shall include the following powers:

          (1)  to interpret provisions of the Plan with respect to eligibility,
               service, and determination of benefits,

          (2)  to recommend and implement coverage level and Participant
               contribution amount changes for the Plan,

          (3)  to authorize the payment of routine expenses of the Plan,

          (4)  to prepare and/or approve the filing of required governmental
               reports,


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          (5)  to review medical child support orders to determine compliance
               with the qualified medical child support order rules of ERISA
               section 609(a)(2),

          (6)  to maintain Plan records, and

          (7)  to prepare Employee announcements, forms and procedures.

          A Benefits Administration Committee, at its discretion, may delegate
          ministerial and clerical duties to assistants, including Employees in
          a Company's Employee Benefits department. A Benefits Administration
          Committee, at its discretion, may identify and retain Claims
          Administrators with respect to various benefits under the Plan. The
          designation of a Claims Administrator under the Plan shall constitute
          an express grant to the Claims Administrator of discretionary
          authority to determine eligibility for Plan benefits, based on
          information provided by the Company, Participants and Providers,
          including determinations of Medical Necessity, determinations pursuant
          to Pre-Admission and Continued Stay Reviews, and other
          predeterminations, precertifications and preapprovals required under
          the Plan.

     13.05 Indemnity.  To the extent not insured against by any insurance
          company pursuant to the provisions of any applicable insurance policy,
          the Sponsoring Company shall indemnify and hold harmless the Plan
          Administrator, the members of any Benefits Administration Committee
          and their assistants from any and all claims, demands, lawsuits, or
          proceedings in connection with the Plan, including the expenses of
          defense, provided, that such indemnification shall not apply to any
          person for such person's act of willful misconduct or as otherwise
          prohibited by law.

     13.06 Fiduciary Duties and Responsibilities.  Each Plan fiduciary will
          discharge his or its duties with respect to the Plan solely in the
          interest of the Participants; for the exclusive purpose of providing
          benefits to such individuals and defraying reasonable expenses of
          administering the Plan; and in accordance with the terms of the Plan.
          Each fiduciary, in carrying out such duties, will act with the care,
          skill, prudence and diligence under the circumstances then prevailing
          that a prudent person acting in a like capacity and familiar with such
          matters would use in exercising such authority. A fiduciary may serve
          in more than one fiduciary capacity. Unless liability is otherwise
          provided under Section 405 of ERISA, a named fiduciary will not be
          liable for any act or omission of any other party to the extent that
          (a) such responsibility was properly allocated to such other party as
          a named fiduciary, or (b) such other party has been properly
          designated to carry out such responsibility pursuant to the procedures
          set forth above."

                                       14.

     Article 14 of the Plan is hereby amended by deleting the term "Company" and
replacing it with the term "Sponsoring Company" where it appears therein.


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                                       15.

     The second sentence of Section 15.01 of the Plan is hereby amended in its
entirety to read as follows"

     "The Company (other than the Sponsoring Company) may also make payment of
the benefits provided for its Employees who are Participants in the Plan from
its general assets."

                                       16.

     Section A1.03 of Exhibit A to the Plan is hereby amended by deleting the
term "Company" and replacing it with "Sponsoring Company" each place it appears
therein.

     IN WITNESS WHEREOF, the undersigned member of the Committee has executed
this Amendment No. 3 as of the day and year first written above.

                                        RAI Employee Benefits Committee


                                        By: /s/ McDara P. Folan, III
                                            ------------------------------------


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