SHARE REPURCHASE AGREEMENT

Exhibit 10.1

EXECUTION COPY

SHARE REPURCHASE AGREEMENT

THIS SHARE REPURCHASE AGREEMENT (this “Agreement”), is entered into on November 11, 2011, by REYNOLDS AMERICAN INC. (the “Company”) and BROWN & WILLIAMSON HOLDINGS, INC. (f/k/a Brown & Williamson Tobacco Corporation) (“B&W”).

RECITALS

IN CONSIDERATION OF the mutual promises contained in this Agreement, the Company and B&W hereby agree:

(i) a “Buyback Week” means a Calendar Week (as defined below) during which the Company repurchases any Shares pursuant to the Share Repurchase Program from any Person other than B&W;

(ii) a “Calculation Period” means a period that begins on the day immediately after the end of the preceding Calculation Period (or in the case of the first Calculation Period, on the first day of the month that includes the date of this Agreement) and ends on the earlier of (i) the next Friday that is the last day of a Buyback Week or (ii) the next Friday that is the last Friday of a calendar month;

(iii) “Calendar Week” means each seven-day period ending on a Friday;

(iv) “Excluded Compensation Buyback” means a buyback of Shares by the Company designated by the Company in a notice to B&W as being made pursuant to Section 2.04(d) of the Governance Agreement; and

(v) for purposes of the provisions of this Agreement relating to B&W’s participation in the Share Repurchase Program (including, for example, the definition of “Buyback Week” and the calculation of the B&W Buyback Number as defined below), any Excluded Compensation Buyback shall be treated as not made pursuant to the Share Repurchase Program (and B&W will not participate in any Excluded Compensation Buyback).

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(i) the number of Shares such that, after the purchase of such Shares from B&W by the Company, the net total number of Shares sold by B&W to the Company under this Agreement shall be equal to the total number of Shares purchased by the Company from shareholders other than B&W for all periods through such Buyback Week pursuant to the Share Repurchase Program multiplied by the ratio of (x) B&W’s percentage ownership of the equity of the Company on the date of this Agreement, to (y) 1.0 minus B&W’s percentage ownership of the equity of the Company on the date of this Agreement, provided that such ratio shall be appropriately adjusted to reflect changes from time to time in B&W’s Percentage Interest that do not occur as part of the same plan as the purchases under the Share Repurchase Program or this Agreement;

(ii) the maximum number of Shares that B&W can sell to the Company without decreasing B&W’s percentage ownership of the equity of the Company from the date of this Agreement to the end of such Buyback Week; and

(iii) the maximum number of Shares, reasonably determined by B&W upon advice of its outside tax counsel after consultation with the Company, that B&W can sell to the Company without putting at risk the Intended Tax Treatment.

(i) any Sale (as defined below) of Shares to the Company under this Agreement with respect to any Buyback Week (current or prior) shall be treated as having occurred or as occurring on the last day of such Buyback Week,

(ii) unless reasonably determined otherwise by B&W upon advice of its outside tax counsel and after consultation with the Company, such calculation shall take into account any increase or decrease in the outstanding equity of the Company since the date of this Agreement for any reason, and

(iii) B&W shall be entitled to provide itself with assurance of the Intended Tax Treatment, based on advice of its outside tax counsel and after prior consultation with the Company, by reducing the number of Shares otherwise determined under Paragraph A.5(ii) so as to permit B&W to assure itself that B&W’s percentage ownership of the equity of the Company does not decrease as a result of future events that may be considered to occur as part of the same plan as the purchases under the Share Repurchase Program or this Agreement, including, without limitation, issuances of new equity by the Company pursuant to the exercise of stock options or the vesting of performance shares, the issuance or vesting of restricted stock, or the issuance of any other equity to any third party reasonably expected to occur after the end of the applicable Buyback Week.

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Without limiting the generality of the foregoing, for purposes of Paragraph A.5(ii), (i) B&W will take into account, in considering whether to take account of possible future issuances of Shares by the Company, the Company’s obligation pursuant to Section 2.04(d) of the Governance Agreement to make Excluded Compensation Buybacks, and (ii) B&W’s percentage ownership in the Company at any time shall be determined by treating as not outstanding the number of Shares with respect to which the Company then has an outstanding obligation to make Excluded Compensation Buybacks.

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(ii) If the Company properly delivers a Purchase Certificate, then B&W will be obligated to sell, and the Company shall be obligated to buy, a number of Shares equal to such Repurchase Number for such Repurchase Price at or before 12:00 p.m. Eastern Time on the second business day after the determination of the Repurchase Number and Repurchase Price in accordance with Paragraph L.2(i) above.

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(ii) Without limiting the generality of Paragraph L.2(i), either B&W or the Company may invoke the procedures of that Paragraph immediately following the end of the Share Repurchase Program, to the extent that the number of Shares that have been purchased from B&W has been reduced on account of Paragraphs A.5(ii) and A.6(iii). If such procedures are invoked by the Company at such time, B&W shall reasonably consider, based on the advice of its outside tax counsel after consultation with the Company, the extent to which the prior reduction in sales of Shares to the Company pursuant to Paragraph A.6(iii) is still appropriate in order to not put the Intended Tax Treatment at risk, based on all the facts and circumstances existing at that time. To the extent that B&W determines that the sale of an additional number of Shares to the Company at that time, in order to offset all or part of the prior reduction in sales as a result of Paragraph A.6(iii), is consistent with Paragraphs A.5(i) and (ii) and would not put the Intended Tax Treatment at risk, then it shall accept a Modification Certificate from the Company providing an Additional Number equal to such additional number.

(iii) If either the Company or B&W properly delivers a Modification Certificate, then, subject to Paragraphs L.3(i) and (ii), B&W will be obligated to sell, and the Company shall be obligated to buy, a number of Shares equal to such Additional Number for such Modification Repurchase Price at or before 12:00 p.m. Eastern Time on the second business day after such determination of the Additional Number, if any, and Modification Repurchase Price in accordance with Paragraphs L.3(i) and (ii) above.

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if to B&W, to

Corporate Secretary

Email: ***@***

with copies to:

Divisional Vice President, Tax and Treasury

Louisville Corporate Services, Inc.

Email: ***@***

Cravath, Swaine & Moore LLP

Email: ***@***

     ***@***

if to the Company, to

General Counsel

Email: ***@***

with a copy to:

Jones Day

Email: ***@***

     ***@***

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

[Signature Page to the Share Repurchase Agreement]

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EXHIBIT A¹

REYNOLDS AMERICAN INC. CALCULATION CERTIFICATE

Date:                                         

Calculation Period: beginning date             ending date                    

Note: Unless otherwise indicated, all statements of outstanding shares, shares issued, shares acquired, percentage interest, etc. are to be based on the meaning of those terms for U.S. federal income tax purposes and otherwise will be calculated in accordance with the Share Repurchase Agreement.

Part A: Schedules

The following schedules are attached hereto (as applicable).

Schedule 1: General information and calculation of B&W Buyback Number.

Schedule 2: Schedule of all outstanding restricted stock, employee stock options, performance shares and other deferred issuances of shares as compensation, including grant, vesting, expiration and issuance dates, all as of the end of the Calculation Period.

Schedule 3: Details of purchases made under the Program from parties other than B&W during the Calculation Period, including Excluded Compensation Buybacks.

[Other]

Part B: Assumptions and Additional Information

Part C: Representations

The Company represents that, except as otherwise expressly noted below or elsewhere in this Exhibit A, (i) the Board of Directors of the Company has not been informed of and has not publicly announced or approved any intent, plan or arrangement directly or indirectly to issue or acquire any of its equity, other than the purchase of Shares pursuant to the Share Repurchase Program (including Excluded Compensation Buybacks) or pursuant to employee stock option or restricted stock plans, (ii) previously issued Calculation Certificates remain true, correct and complete as of their dates of issuance, (iii) if the Calculation Period includes a Buyback Week, it will have sufficient earnings and profits to permit the entire purchase price of all the Shares to be purchased pursuant to this Certificate to be treated as a dividend within the meaning of Section 316 of the Code and (iv) it does not have a Rabbi Trust or a similar arrangement holding shares.

Exceptions:

The undersigned hereby certifies on behalf of Reynolds American Inc. that the statements contained herein and on schedules attached hereto are true, correct and complete.

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EXHIBIT B²

B&W NOTICE

Date:                             

To: REYNOLDS AMERICAN INC.

      Attn: Steven Holland

      Sent by email to: ***@***

Calculation Period ending:                             

Date of Calculation Certificate                            

             We agree with the B&W Buyback Number stated in such Calculation Certificate

             We DO NOT agree with the B&W Buyback Number stated in such Calculation Certificate.

B&W Buyback Number proposed by B&W:

[Explanation]