REYNOLDS AMERICAN INC. AMENDMENT NO. 3 TO RETENTION TRUST AGREEMENT

Exhibit 10.60

REYNOLDS AMERICAN INC.

AMENDMENT NO. 3 TO RETENTION TRUST AGREEMENT

This Amendment No. 3 (the “Amendment”) to the Retention Trust Agreement, dated May 13, 1998, as amended by Amendment No. 1, dated October 1, 2006, and Amendment No. 2, dated January 24, 2007 (as so amended, the “Retention Trust”), by and between R.J. Reynolds Holdings, Inc., as successor to RJR Nabisco, Inc. (“RJRTH”), and Wells Fargo Bank, N.A., as successor to Wachovia Bank, N.A. (the “Trustee”), is entered into as of this 7^th day of January, 2016.

WITNESSETH:

WHEREAS, pursuant to the provisions of Section 9(a) of the Retention Trust, the parties hereto agree to amend the Retention Trust in accordance with the terms set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

“Except as otherwise provided in a retention letter agreement between an employee Trust beneficiary and the Employer, this Appendix A to the Trust Agreement is intended to set forth the terms and conditions governing the Payments identified in the Payment Schedule included as Appendix B to the Trust Agreement.”

“(ii) “Change of Control” shall be defined as such term is defined in the Reynolds American Inc. Amended and Restated 2009 Omnibus Incentive Compensation Plan as in effect on the date hereof.  A copy of this definition shall be provided to the Trustee.”

IN WITNESS WHEREOF, the parties have executed this Amendment on the date and year first written above.