Hiring Policy

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I. Background

Under the Sarbanes-Oxley Act of 2002 (the "Act"), the Audit and Finance Committee of the Board of Directors is responsible for setting hiring policies for employees or former employees of the independent auditor.

The Audit and Finance Committee believes that employees or former employees of the independent auditor may make valuable additions to the corporate staff given their familiarity with the business; however, procedures are required for positions that entail financial oversight roles in order that such employment will not inadvertently impair the independence of the auditors of Reynolds American Inc. (RAI) and its subsidiaries.

II. Policy

RAI and its subsidiaries will abide by a minimum one year "cooling off" period before hiring any employees or former employees of the external auditors in a "financial reporting oversight role." The term "financial reporting oversight role" means "a role in which a person is in a position to or does exercise influence over the contents of the financial statements or anyone who prepares them, such as when the person is a member of the board of directors or similar management or governing body, chief executive office, president, chief financial officer, chief operating officer, general counsel, chief accounting officer, controller, director of internal audit, director of financial reporting, treasurer, or any equivalent position."

The "cooling off" requirement applies to all members of the audit engagement team, except:

• persons, other than the lead partner and concurring partner, who provided ten or fewer hours of audit, review or attest services during the relevant fiscal period;


• individuals that are employed by "RAI" due to an emergency or other unusual situation, provided that the Audit and Finance Committee determines that the relationship is in the best interests of RAI's stockholders; and


• individuals employed by the issuer as a result of a business combination between an issuer that is an audit client and the employing entity, provided that the employment was not in contemplation of the business combination and that the audit committee of the successor issuer is aware of the prior employment relationship.

The one year "cooling off period" will begin during the one-year period preceding the date that audit procedures commenced for the fiscal period that included the date of initial employment of the audit engagement team member by RAI. For this purpose, audit procedures are deemed to have commenced for the current audit engagement period the day after RAI prior year's Annual Report on Form 10-K is filed with the Securities and Exchange Commission. The audit engagement period for the current year is deemed to conclude the day the current year's Annual Report on Form 10-K is filed with the Securities and Exchange Commission.

Adopted:July 2004
Revised: July 2008

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