the Imperial Company, or some of them, shall hold not less than 3,000,000 ordinary shares of the Imperial Company.

23. This agreement is to be construed and take effect as a contract made in England and in accordance with the law of England, but to the intent that any of the parties may sue in its own country. The Imperial Company is always to have an agent for service in the United States, and each of them, the American Company, the Continental Company, the Cigar Company, and the Consolidated Company, is always to have an agent for service in England, and service of any such agent of any notice, summons, order, judgment, or other process or document in respect of this agreement, or any matter arising thereout, shall be deemed to be good service on the party appointing such agent, and as regards each of the said parties whilst and whenever there is no other agent the following shall be considered to be the agents of the respective parties duly appointed under this clause, namely: For the Imperial Company, Samuel Untermeyer, of New York City, American counsel; and for the American Company, the Continental Company, the Cigar Company, and the Consolidated Company, Joseph Hood, 41 Castle street, Liverpool, solicitor. Notice of any appointment under this clause shall be from time to time given by the appointor to the other parties hereto. The mode of service sanctioned by this clause is not in any way to prejudice or preclude any mode of service which would be allowable if this clause omitted.

were

24. So far as it is necessary for the purpose of making the issue of ordinary shares hereinbefore mentioned the Imperial Company shall forthwith take the necessary steps for increasing its capital by the creation of an adequate number of ordinary shares (half preferred and half deferred) which shall rank pari passu with and shall be of the same respective classes and confer the same rights and privileges as the 5,000,000 preferred ordinary shares, and the 5,000,000 deferred ordinary shares forming part of the original capital of the Imperial Company.

In witness whereof the said parties of the first, second, sixth, and seventh parts have hereunto affixed their common seals, and the said parties of the third, fourth, and fifth parts have executed this agreement under the hand of their respective presidents the day and year first above written.

(Signatures).

EXHIBIT 2

AGREEMENT MADE BETWEEN THE AMERICAN TOBACCO COMPANY INTERESTS AND THE IMPERIAL TOBACCO COMPANY, LIMITED, RELATIVE TO THE CONTROL OF BUSINESS BY THE BRITISH-AMERICAN TOBACCO COMPANY, LIMITED 1

An agreement made the twenty-seventh day of September, one thousand nine hundred and two, between The Imperial Tobacco Company (of Great Britain and Ireland), Limited, being an English company duly incorporated under English law (hereinafter referred to as the "Imperial Company"), of the first part; Ogden's Limited, also being a company incorporated under English law (hereinafter referred to as the "Ogden Company"), of the second part; The American Tobacco Company, a corporation organized and existing under and by virtue of the laws of the State of New Jersey, one of the States of the United States of America (hereinafter referred to as the "American Company"), of the third part; Continental Tobacco Company, a corporation organized and existing under and by virtue of the laws of the said State of New Jersey (hereinafter referred to as the "Continental Company"), of the fourth part; American Cigar Company, a corporation organized and existing under and by virtue of the laws of the said State of New Jersey (hereinafter referred to as the "Cigar Company"), of the fifth part; Consolidated Tobacco Company, a corporation organized and existing under and by virtue of the laws of the said State of New Jersey (hereinafter referred to as the "Consolidated Company"), of the sixth part; and Williamson Whitehead Fuller and James Inskip, on behalf of a company intended to be formed under the companies' acts, 1862 to 1900, with the name of "British-American Tobacco Company, Limited" (hereinafter referred to as the "British-American Company"), of the seventh part.

Whereas the parties hereto of the first five parts now respectively carry on business as tobacco manufacturers and other ancillary businesses, which comprise as to the parties hereto of the first and second parts, businesses carried on within the United Kingdom of Great Britain and Ireland and export businesses as hereinafter defined, and as to the parties hereto of the third, fourth, 1 Report of the Commissioner of Corporations on the Tobacco Industry, Exhibit No. 2, Part 1, pp. 440 ff.

and fifth parts, businesses carried on within the United States of America, and export businesses as also hereinafter defined, and proposals have been made for amalgamating the said export businesses by transfer thereof to the British-American Company upon the terms and conditions hereinafter expressed.

Now therefore it is hereby agreed as follows:

1. In this agreement the words "United Kingdom" mean Great Britain and Ireland and the Isle of Man.

The words "United States" mean the United States of America as now constituted-Cuba, Porto Rico, the Hawaiian Islands, and the Philippine Islands.

The words "export business" mean the manufacture of and dealing in tobacco and its products in any country or place outside the United Kingdom and the United States and the manufacture of and dealing in tobacco and its products within the United Kingdom for export to any other country except the United States, and the manufacture of and dealing in tobacco and its products in the United States (except in Cuba, Porto Rico, the Hawaiian Islands, and the Philippine Islands) for the purpose of export to any other country except the United Kingdom, and the manufacture and selling in the United Kingdom and the United States, respectively, of tobacco to be supplied to ships in port for the purpose of ships'

stores.

2. The parties hereto of the first five parts shall sell and the British-American Company shall purchase the export businesses as hereinbefore defined of the parties of the first five parts, and the good will appertaining thereto, which shall include formulæ and recipes of preparation, treatment, and manufacture, as well as license to use patent rights, trade-marks, brands, licenses, and other exclusive rights and privileges for the purpose of such export business, and shall also include all stock or shares in companies incorporated in countries foreign to the United Kingdom and the United States owned or held by the parties of the first six parts, including all shares of the American Company in Georg A. Jasmatzi Company (of Dresden), and all shares of the Imperial Company in W. D. & H. O. Wills (Australia), Limited, at the price of two million eight hundred and twenty thousand pounds (£2,820,000), of which two equal third parts, or one million eight hundred and eighty thousand pounds (£1,880,000), shall be payable to the Ogden Company, the American Company, the Continental Company, the Cigar Company, and the Consolidated

Company, or some of them, in such proportions as they shall mutually agree and as shall be indicated in writing under the hands of their respective presidents or chairmen as the case may be, and one-third, or nine hundred and forty thousand pounds (£940,000), shall be payable to the Imperial Company, and the said prices shall be satisfied by the allotment to the parties entitled thereto of fully paid-up ordinary shares in the British-American Company to be treated as of par value. The said sale and purchase shall take effect as to the Ogden Company on the 30th September, 1902 (hereinafter referred to as "the Ogden transfer day"), and as to the parties hereto of the first, third, fourth, fifth, and sixth parts on the 31st October, 1902 (hereinafter referred to as "the Imperial and American transfer day").

3. In addition to the ordinary shares by the preceding paragraph agreed to be allotted in payment of the said purchase money, the Imperial Company shall take and pay cash for three hundred thousand (300,000) additional, one-pound ordinary shares, and the American Company, the Continental Company, the Cigar Company, and the Consolidated Company, or some or one of them, shall take and pay cash for six hundred thousand (600,000) additional one-pound ordinary shares in the British-American Company, Limited, and such shares shall be alloted to such parties at

once.

4. The Imperial Company and the Ogden Company will, respectively, sell to the British-American Company their several lands, buildings, and hereditaments used as export factories, and the plant and equipment and stock in trade at the date of transfer forming a part of the said export businesses or undertakings, and the American Company, the Continental Company, and the Cigar Company will sell to the British-American Company factories for export business and the plant and equipment and stock in trade at the date of transfer forming a part of the said export businesses or undertakings. The factories of the said respective parties employed for export purposes shall, in the case of the Imperial Company, include the export factory of the Imperial Company formerly belonging to W. D. & H. O. Wills, Limited, at Ashton Gate, Bristol, and the land and cottages held therewith; the leasehold export factory formerly belonging to Messrs. Lambert & Butler, Limited, in London; and the two export factories formerly belonging to the Richmond Cavendish Company, Limited, at Liverpool; and the cigarette factory of the Imperial Company formerly belonging

to W. D. & H. O. Wills, Limited, at Sydney, in the Commonwealth of Australia. The export factories of the Ogden Company will include the bonded or export factory of the Ogden Company in Cornwallis street, Liverpool, and a factory at Sydney aforesaid. The export factories of the American Company, the Continental Company, and the Cigar Company will include such suitable factories as shall be designated by these companies, or some or one of them, so that the price thereof with their plant and equipment as hereinafter fixed shall not exceed the aggregate price of the factories, land, and cottages with their plant and equipment to be sold by the Imperial Company as before stated. All the said factories and the plant and equipment used in connection with the same are to be taken at the value now standing in the books of the respective vendors thereof, and the stock in trade and materials hereby agreed to be sold are to be taken at cost. The respective values shall be paid by the British-American Company to the respective vendors in cash. As part of the export business and good will to be sold by the Imperial Company to the British-American Company the export business of Salmon & Gluckstein, Limited, shall be included, and the Imperial Company hereby undertakes to procure the transfer of the same to the British-American Company, but this shall not be deemed to include any lands, buildings, or hereditaments. The said export business shall also include all the interest of the Imperial Company in a factory at Shanghai recently purchased by it and or in the American Cigarette Company of Shanghai.

5. The British-American Company shall be entitled to purchase at not exceeding cost thereof to its vendor any export business hereafter acquired by any of the parties hereto of the first six parts, as well as any shares in any companies incorporated in countries foreign to the United Kingdom and the United States acquired by any of said parties, and the export business and the assets employed in such business of any company the control of which shall be hereafter acquired by any of said parties, as well as any shares in companies engaged in export business which may be held by such controlled companies acquired by any of the parties of the first six parts as aforesaid.

6. The British-American Company shall have the right to use in its export business, as hereinbefore defined, any brands and trade-marks now owned or hereafter acquired or adopted by any of the parties hereto of the first six parts.