1.1 The provisions of this Agreement are subject to the definitions set forth in Appendix "A".

1.2 The provisions of this Agreement shall apply to RBH and each of its Subsidiaries and Affiliates which are engaged in the sale or distribution of Tobacco Products in Canada.

1.3 Nothing in this Agreement is intended to modify RBH's obligations under the Tobacco Act.

2.1 Commencing no later than December 31, 2006, RBH will discontinue manufacturing and packaging Tobacco Products using L/M Descriptors according to a schedule for their discontinuance agreed upon between the Parties. A list of RBH's Brand Names covered by this Agreement and the schedule for their removal are contained in Appendix "B".

2.2 Subject to the limitations of the Tobacco Act and the other terms of this Agreement, RBH may provide information to persons involved in the manufacture, packaging, distribution or sale of Tobacco Products and to members of the public in Canada which explains the changes to the packaging arising out of the obligations in this Agreement.

3.1 Nothing in this Agreement shall prevent RBH from selling or distributing any Tobacco Products in Canada bearing L/M Descriptors provided that such products were manufactured and packaged in the ordinary course by RBH before the dates set out in the schedule agreed upon by the parties pursuant to clause 2.1 of this Agreement.

4.1 RBH shall have published at its own expense a Public Notice. The Public Notice will be published in accordance with the arrangements agreed to by the Commissioner and RBH as set out in Appendix "C".

4.2 All information obtained by the Commissioner during the Inquiry that is not already in the public domain will remain confidential except: (a) as required by law or (b) as required to enforce the Act or this Agreement.

5.1 The Commissioner shall use reasonable best efforts to obtain from other manufacturers and/or distributors in Canada of Tobacco Products, comparable commitments to discontinue their use of L/M Descriptors not later than December, 2007.

6.1 This Agreement is entered into without any admission of liability on the part of RBH, its Subsidiaries or Affiliates, or any admission that it has engaged in any conduct which is in contravention of the Act including, without limitation, s.52(1) thereof, or any conduct which could form the basis for the issuance of any Order by the Competition Tribunal under any of the civil reviewable provisions of the Act including, without limitation, s. 74.01(1) thereof.

6.2 This Agreement does not constitute a finding of fact or law on any issue as against RBH, its Subsidiaries or Affiliates and shall not be read or construed as constituting, directly or indirectly, a finding of fact or law against RBH, its Subsidiaries or Affiliates on any issue in any Court, administrative tribunal, or in any proceeding.

6.3 Nothing in this Agreement shall be taken, directly or indirectly, as any kind of admission of any kind by RBH, its Subsidiaries or Affiliates now or in the future, nor shall it constitute a waiver of any rights or defences available to RBH, its Subsidiaries or Affiliates in any civil or penal proceeding at common law or Quebec civil law or under the Act or any other laws of Canada or a province, or otherwise.

6.4 This Agreement is entered into by RBH solely for the purpose of voluntarily cooperating with a request by the Commissioner to discontinue the use of L/M Descriptors and in anticipation of regulatory changes under the Tobacco Act.

6.5 This Agreement resolves all outstanding issues between the Commissioner and RBH, its Subsidiaries and Affiliates and its or their respective directors and officers in respect of the Commissioner's Inquiry into its use of L/M descriptors. Provided that RBH carries out its obligations under this Agreement, the Commissioner will not commence any proceedings in respect of the subject of this Inquiry against RBH, its Subsidiaries or Affiliates and its or their respective directors and officers.

6.6 This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

6.7 This Agreement may be executed in counterpart and by facsimile and each such counterpart shall constitute an original and all of which taken together shall constitute one and the same instrument, dated as of the date set forth below.

7.1 If RBH believes that some modification of this Agreement is justified due to changed circumstances, RBH and the Commissioner agree to engage in good faith efforts to resolve the matter.

7.2 In the event of any dispute between the Parties as to the interpretation or application of this Agreement, including a dispute as to whether there has been a default in the performance of any of the obligations in this Agreement, the Parties agree to first engage in good faith efforts to resolve such dispute, before taking any other steps to resolve the dispute. In the event that RBH does not cease use of the L/M descriptors in accordance with clause 2.1 of this Agreement, or does not publish the Public Notice in accordance with clause 4.1 of this Agreement, the Commissioner may deliver a notice of default to RBH. RBH shall have 30 days to remedy any default. If the default has not been remedied during such 30 day period the Commissioner may, following the expiry of the 30 day period, file this Agreement with the Competition Tribunal for registration as a Consent Agreement between the Commissioner and RBH, pursuant to s.74.12 of the Act. RBH irrevocably consents to the registration of this Agreement as a Consent Agreement in such case and to the filing of the signed consent form which is attached as Appendix "D".

8.1 This Agreement shall remain in force from the date of its signing until such time as regulations pursuant to the Tobacco Act come into force prohibiting the use of L/M Descriptors in regard to Tobacco Products, and/or their packaging, whereupon this Agreement will terminate automatically.

In accordance with Clause 1.1 of this Agreement, the following definitions shall apply:

1. "Affiliate" shall have the meaning ascribed to it in subsection 2(2) of the Act;
2. "Agreement" means this Agreement as entered into by RBH and the Commissioner;
3. "Brand Name" means word(s) used by RBH to identify its products to consumers and includes, but is not limited to, trademark names of cigarettes and any words forming part of such trademark names;
4. "Commissioner" means the Commissioner of Competition, appointed pursuant to section 7 of the Act, and authorized representatives of the Commissioner;
5. "Descriptors" means the words used by RBH, either alone or in combination with each other, on its cigarette packages;
6. "RBH" means Rothmans, Benson & Hedges Inc., a company incorporated under the laws of Canada;
7. "L/M Descriptors" means the words "light" and "mild", and combinations and variants thereof such as, but not limited to, "extra light," "ultra light," "extra mild" and "ultra mild" as Descriptors on cigarette packages or elsewhere;
8. "Parties" means the Commissioner and RBH;
9. "Person" includes a partnership, firm, corporation, association, trust, unincorporated organization, or other entity;
10. "Subsidiary" shall have the meaning ascribed to it in subsection 2(3) of the Act.
11. "Tobacco Products" means cigarettes, tobacco sticks and fine cut tobacco currently distributed by RBH;

In accordance with Clause 2.1 of this Agreement, the following RBH Brand Names are covered by this Agreement:

• Accord Ultra Mild
• Accord Ultra Mild Menthol
• Belmont Milds
• Belvedere Extra Mild
• Belvedere Extra Mild Lights
• Benson & Hedges Deluxe Ultra Light 100
• Benson & Hedges Deluxe Ultra Light Menthol 100
• Benson & Hedges Extra Mild King Size
• Benson & Hedges Light 100
• Benson & Hedges Light Menthol 100
• Benson & Hedges Special Light King Size
• Benson & Hedges Special Light Regular Length
• Benson & Hedges Special Regular Length
• Benson & Hedges Special Ultra King Size
• Benson & Hedges Special Ultra Regular Length
• Benson & Hedges Ultra Mild 100
• Canadian Classics Extra Light
• Canadian Classics Light
• Craven A Extra Light
• Craven A Light
• Craven A Ultra Light
• Craven Menthol Special Mild
• Craven Menthol Special Mild 100's
• Craven Milds Special Mild
• Craven Milds Special Mild 100's
• Craven Milds Ultra Mild
• Gauloises Blondes Lights
• Gauloises Blondes Ultra Lights
• Mark Ten Full Flavour
• Mark Ten Light
• Mark Ten Medium
• Number 7 Extra Mild
• Number 7 Light
• Number 7 Light 100's
• Rothmans Extra Light
• Rothmans Light
• Rothmans Special Mild
• Rothmans Ultra Light
• Viscount #1 Ultra Mild
• Viscount Extra Mild
• Viscount Extra Mild 100's
• Viscount Extra Mild Menthol

• Belvedere Extra Mild Custom Cut
• Belvedere Extra Mild Presto Pak
• Belvedere Extra Mild Superoll 200 II 90g
• Craven A Light Superoll 200 II 90g
• Number 7 Light Presto Pak
• Number 7 Light Custom Cut
• Number 7 Light Superoll 200 II 90g

• Belvedere Extra Mild 65% More 50g
• Belvedere Extra Mild 70% More 200g
• Belvedere Extra Mild 80% More 180g
• Belvedere Extra Mild 80% More 40g
• Belvedere Extra Mild 95% More 180g
• Belvedere Extra Mild 95% More 30g
• Belvedere Extra Mild 95% More 90g
• Black Cat Light 80% 100g
• Black Cat Light 80% 180g
• Black Cat Light 80% 40g
• Black Cat Light 95% 30g
• Black Cat Light 95% 90g
• Mark Ten Medium 95% More 90g
• Number 7 Light 65% More 200g
• Number 7 Light 65% More 50g
• Number 7 Light 80% More 180g
• Number 7 Light 80% More 40g
• Number 7 Light 95% More 180g
• Number 7 Light 95% More 30g
• Number 7 Light 95% More 90g
• Rockport Light 65% More 200g
• Rockport Light 65% More 50g

• Craven A Light: January 31, 2007
• Craven Menthol Special Mild: January 31, 2007
• Gauloises Blondes Lights: January 31, 2007
• Gauloises Blondes Ultra Lights: January 31, 2007
• Mark Ten Full Flavour: January 31, 2007
• Mark Ten Light: January 31, 2007
• Mark Ten Medium: January 31, 2007
• Number 7 Extra Mild: January 31, 2007
• Number 7 Light: January 31, 2007
• Number 7 Light 100's: January 31, 2007
• Rothmans Light: January 31, 2007
• Rothmans Special Mild: January 31, 2007
• Rothmans Ultra Light: January 31, 2007
• Benson & Hedges Deluxe Ultra Light 100: February 28, 2007
• Benson & Hedges Deluxe Ultra Light Menthol 100: February 28, 2007
• Benson & Hedges Light 100: February 28, 2007
• Benson & Hedges Light Menthol 100: February 28, 2007
• Benson & Hedges Special Light King Size: February 28, 2007
• Benson & Hedges Special Ultra King Size: February 28, 2007
• Benson & Hedges Ultra Mild 100: February 28, 2007
• Canadian Classics Extra Light: February 28, 2007
• Canadian Classics Light: February 28, 2007
• Craven Milds Special Mild: February 28, 2007
• Craven Milds Special Mild 100's: February 28, 2007
• Craven Milds Ultra Mild: February 28, 2007
• Belvedere Extra Mild: March 31, 2007
• Viscount #1 Ultra Mild: March 31, 2007
• Viscount Extra Mild: March 31, 2007
• Viscount Extra Mild 100's: March 31, 2007
• Viscount Extra Mild Menthol: March 31, 2007
• Accord Ultra Mild: April 30, 2007
• Accord Ultra Mild Menthol: April 30, 2007
• Belmont Milds: April 30, 2007
• Belvedere Extra Mild Lights: April 30, 2007
• Benson & Hedges Extra Mild King Size: April 30, 2007
• Benson & Hedges Special Light Regular Length: April 30, 2007
• Benson & Hedges Special Regular Length: April 30, 2007
• Benson & Hedges Special Ultra Regular Length: April 30, 2007
• Craven A Extra Light: April 30, 2007
• Craven A Ultra Light: April 30, 2007
• Craven Menthol Special Mild 100's: April 30, 2007
• Rothmans Extra Light: April 30, 2007

• Belvedere Extra Mild Presto Pak: January 31, 2007
• Number 7 Light Presto Pak: January 31, 2007
• Belvedere Extra Mild Custom Cut: March 31, 2007
• Belvedere Extra Mild Superoll 200 II 90g: March 31, 2007
• Craven A Light Superoll 200 II 90g: March 31, 2007
• Number 7 Light Custom Cut: March 31, 2007
• Number 7 Light Superoll 200 II 90g: March 31, 2007

• Belvedere Extra Mild 65% More 50g: Completed prior to December 31, 2006
• Belvedere Extra Mild 70% More 200g: Completed prior to December 31, 2006
• Belvedere Extra Mild 80% More 180g: Completed prior to December 31, 2006
• Belvedere Extra Mild 80% More 40g: Completed prior to December 31, 2006
• Belvedere Extra Mild 95% More 180g: Completed prior to December 31, 2006
• Belvedere Extra Mild 95% More 30g: Completed prior to December 31, 2006
• Belvedere Extra Mild 95% More 90g: Completed prior to December 31, 2006
• Black Cat Light 80% 100g: Completed prior to December 31, 2006
• Black Cat Light 80% 180g: Completed prior to December 31, 2006
• Black Cat Light 80% 40g: Completed prior to December 31, 2006
• Black Cat Light 95% 30g: Completed prior to December 31, 2006
• Black Cat Light 95% 90g: Completed prior to December 31, 2006
• Mark Ten Medium 95% More 90g: Completed prior to December 31, 2006
• Number 7 Light 65% More 200g: Completed prior to December 31, 2006
• Number 7 Light 65% More 50g: Completed prior to December 31, 2006
• Number 7 Light 80% More 180g: Completed prior to December 31, 2006
• Number 7 Light 80% More 40g: Completed prior to December 31, 2006
• Number 7 Light 95% More 180g: Completed prior to December 31, 2006
• Number 7 Light 95% More 30g: Completed prior to December 31, 2006
• Number 7 Light 95% More 90g: Completed prior to December 31, 2006
• Rockport Light 65% More 200g: Completed prior to December 31, 2006
• Rockport Light 65% More 50g: Completed prior to December 31, 2006

In accordance with Section 4.1 of this Agreement, RBH's Public Notice will read as follows:

Notice by Rothmans, Benson & Hedges Inc.
Re: "Light" and "Mild" Cigarettes

At the request of the Commissioner of Competition, Rothmans, Benson & Hedges Inc. has voluntarily agreed to discontinue the manufacture and packaging of tobacco products using the words "light" and "mild", or variants of these terms, as brandtype descriptors, for the sale of tobacco products in Canada. Rothmans, Benson & Hedges Inc. has agreed to accelerate removal of these terms from its tobacco products in advance of planned regulations requiring their removal, and to discontinue use of the terms, commencing no later than December 31, 2006, and ending no later than April 30, 2007.

RBH will publish the Public Notice on three occasions. The Public Notice will be published in the Wednesday and/or Saturday editions of the following newspapers. On the first occasion of publication, the Public Notice will be a one-sixth page format. On the second and third occasions of publication, the Public Notice will be a one-eighth page format. RBH may arrange the schedule for publication with another company or companies required to publish a similar notice provided that the initial publication of the Public Notice will be no later than 10 days following signing of this Agreement; that the Public Notice will be published on consecutive Wednesdays and Saturdays; and that the Public Notice of not more than one company will appear in a newspaper at one time. In the event a newspaper does not publish on Saturday, the Public Notice will be published in the next edition of that newspaper.

• National Post
• Globe & Mail
• Toronto Star
• Ottawa Citizen
• Montreal La Presse (Fr)
• Montreal Gazette
• Quebec Le Soleil (Fr)
• Saint John Telegraph Journal
• Halifax Chronicle Herald
• St. John's Telegram
• Vancouver Province
• The Charlottetown Guardian
• Calgary Herald
• Whitehorse Star
• Regina Leader Post
• The News of the North, Yellowknife
• Winnipeg Free Press

To: The Competition Tribunal

1. The Commissioner of Competition and Rothmans, Benson & Hedges Inc. ("RBH") consent to the filing of an Agreement dated ______________, 2006, with the Competition Tribunal for immediate registration as a consent agreement between the Commissioner of Competition and RBH pursuant to s. 74.12 of the Competition Act.

2. The name and address of the persons in respect of whom the consent agreement is made are:

Per: ______________
Sheridan Scott
Commissioner of Competition

Per: ______________
Rothmans, Benson & Hedges Inc.