Exhibit 24.1
R.J. REYNOLDS TOBACCO HOLDINGS, INC.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints CHARLES A. BLIXT, GUY M. BLYNN and McDARA
P. FOLAN, III, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement or registration statements on Form S-3 regarding the offering of up
to $1,876,250,000 of debt securities of R.J. Reynolds Tobacco Holdings, Inc.,
and the related guarantees of such securities by R. J. Reynolds Tobacco Company
and RJR Acquisition Corp., and any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney
this 6th day of April, 2001.
/s/ Mary K. Bush /s/ Nana Mensah
- ---------------------------------- ---------------------------------------
Mary K. Bush, Director Nana Mensah, Director
/s/ John T. Chain /s/ Andrew J. Schindler
- ---------------------------------- ---------------------------------------
John T. Chain, Director Andrew J. Schindler, Chairman of the
Board, President, Chief Executive Officer
and Director (principal executive officer)
/s/ A. D. Frazier, Jr. /s/ Joseph P. Viviano
- ---------------------------------- ---------------------------------------
A. D. Frazier, Jr., Director Joseph P. Viviano, Director
/s/ Denise Ilitch /s/ Thomas C. Wajnert
- ---------------------------------- ---------------------------------------
Denise Ilitch, Director Thomas C. Wajnert, Director
/s/ John G. Medlin, Jr. /s/ Kenneth J. Lapiejko
- ---------------------------------- ---------------------------------------
John G. Medlin, Jr., Director Kenneth J. Lapiejko, Executive Vice
President and Chief Financial Officer
(principal financial officer)
/s/ Thomas R. Adams
- ---------------------------------
Thomas R. Adams, Senior Vice
President and Controller (principal
accounting officer)
R. J. REYNOLDS TOBACCO COMPANY
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints CHARLES A. BLIXT, GUY M. BLYNN and McDARA
P. FOLAN, III, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement or registration statements on Form S-3 regarding the offering of up
to $1,876,250,000 of debt securities by R.J. Reynolds Tobacco Holdings, Inc.,
and the related guarantees of such securities by R. J. Reynolds Tobacco Company
and RJR Acquisition Corp., and any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney
this 6th day of April, 2001.
/s/ Andrew J. Schindler Chairman of the Board, President,
- ---------------------------------- Chief Executive Officer and Director
Andrew J. Schindler (principal executive officer)
/s/ Kenneth J. Lapiejko Executive Vice President and Chief
- ---------------------------------- Financial Officer (principal financial
Kenneth J. Lapiejko officer)
/s/ Thomas R. Adams Senior Vice President and Controller
- ---------------------------------- (principal accounting officer)
Thomas R. Adams
/s/ Lynn J. Beasley Executive Vice President - Marketing
- ---------------------------------- and Director
Lynn J. Beasley
/s/ James V. Maguire Executive Vice President - Sales
- ---------------------------------- and Director
James V. Maguire
/s/ James H. Wilson Executive Vice President - Operations and
- ---------------------------------- Director
James H. Wilson
RJR ACQUISITION CORP.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints CHARLES A. BLIXT, GUY M. BLYNN and McDARA
P. FOLAN, III, and each of them, his or her true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign a registration
statement or registration statements on Form S-3 regarding the offering of up
to $1,876,250,000 of debt securities by R.J. Reynolds Tobacco Holdings, Inc.,
and the related guarantees of such securities by R. J. Reynolds Tobacco Company
and RJR Acquisition Corp., and any and all amendments (including post-effective
amendments) and supplements thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, and hereby grants to such attorneys-in-fact and agents,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney
this 6th day of April, 2001.
/s/ Charles A. Blixt President and Director (principal
- ---------------------------------- executive officer)
Charles A. Blixt
/s/ Kenneth J. Lapiejko Vice President, Assistant Treasurer and
- ---------------------------------- Director (principal financial officer
Kenneth J. Lapiejko and principal accounting officer)
/s/ Lynn L. Lane
- ---------------------------------- Vice President, Treasurer and Director
Lynn L. Lane
/s/ McDara P. Folan, III
- ---------------------------------- Vice President, Secretary and Director
McDara P. Folan, III
/s/ Caroline M. Price Assistant Treasurer, Assistant Secretary
- ---------------------------------- and Director
Caroline M. Price