IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT
PALM BEACH COUNTY, FLORIDA

STATE OF FLORIDA, et al.,

Plaintiffs,
v. Civil Action No. 95-1466 AH

AMERICAN TOBACCO
COMPANY, et al.,

Defendants.
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STIPULATION OF AMENDMENT TO SETTLEMENT AGREEMENT
AND FOR ENTRY OF CONSENT DECREE

THIS STIPULATION OF AMENDMENT TO SETTLEMENT AGREEMENT AND FOR ENTRY OF CONSENT DECREE (the "Stipulation of Amendment") is made as of the date hereof, by and among the parties hereto, as indicated by their signatures below, to amend the Settlement Agreement entered into by the parties hereto with respect to this Action on August 25, 1997 (the "Settlement Agreement").

WHEREAS, on August 25, 1997, the State of Florida and Settling Defendants entered into the Settlement Agreement to settle and resolve with finality all present and future civil claims against all parties to this litigation

relating to the subject matter of this litigation which have been or could have been asserted by any of the parties hereto;

WHEREAS, the Settlement Agreement was approved and adopted as an enforceable order of the Court pursuant to Court Order dated August 25, 1997;

WHEREAS, the Settlement Agreement contains a "Most Favored Nation" clause which provides that, in the event that Settling Defendants enter into a future pre-verdict settlement agreement of other litigation brought by a non-federal governmental plaintiff on terms more favorable to such governmental plaintiff than the terms of the Settlement Agreement (after due consideration of relevant differences in population or other appropriate factors), the terms of the Settlement Agreement shall be revised so that the State of Florida will obtain treatment at least as relatively favorable as any such non-federal governmental entity;

WHEREAS, on May 8, 1998, Settling Defendants Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown & Williamson Tobacco Corporation and Lorillard Tobacco Company (the "MFN Settling Defendants") entered into a pre-verdict settlement agreement with the State of Minnesota (the "Minnesota Settlement") to resolve the lawsuit State of Minnesota v. Philip Morris Inc., No. C1-94-8565 (Dist. Ct. Ramsey County, filed Aug. 17, 1994);

WHEREAS, the State of Florida and Settling Defendants agree that, pursuant to the Most Favored Nation clause of the Settlement Agreement, the Settlement Agreement is to be revised in light of the Minnesota Settlement;

WHEREAS, the State of Florida and Settling Defendants have agreed on the terms of revisions to the Settlement Agreement, including revisions in light of the Minnesota Settlement, as set forth in this Stipulation of Amendment and the attached Consent Decree; and

WHEREAS, the State of Florida and MFN Settling Defendants have further agreed jointly to petition the Court for approval of the Consent Decree:

NOW, THEREFORE, BE IT KNOWN THAT, pursuant to the Most Favored Nation clause of the Settlement Agreement and in consideration of their mutual agreement to the terms of this Stipulation of Amendment (including, inter alia, waiver of any further claim to revise the Settlement Agreement pursuant to the Most Favored Nation clause, except as expressly provided herein), and such other consideration as described herein, the sufficiency of which is hereby acknowledged, the parties hereto, acting by and through their authorized agents, memorialize and agree as follows:

1. Amendment of Settlement Agreement. The provisions of this Stipulation of Amendment supplement the terms of the Settlement Agreement, which shall remain in full force and effect except insofar as they are expressly revised by the provisions of this Stipulation of Amendment.

2. Voluntary Agreement of the Parties. This Stipulation of Amendment is entered into voluntarily by the parties hereto. The State and Settling Defendants understand that Congress may enact legislation dealing with some of the issues

addressed in the Settlement Agreement, this Stipulation of Amendment or the Consent Decree. The MFN Settling Defendants and their assigns, affiliates, agents and successors hereby voluntarily waive any right to challenge the Settlement Agreement, this Stipulation of Amendment or the Consent Decree, directly or through third parties, on the ground that any term thereof or hereof is unconstitutional, outside the power or jurisdiction of the Court or preempted by or in conflict with any current or future federal legislation (except insofar as the non-economic terms of the Settlement Agreement (as revised hereby) or the Consent Decree are irreconcilable with any such future federal legislation). The Court may, upon the State's application, enter a Consent Decree in the form attached hereto as Exhibit 1.

3. Definitions. For the purposes of the Settlement Agreement, this Stipulation of Amendment and the Consent Decree, the following terms shall have the meanings set forth below:

(a) "Consumer Price Index" means the Consumer Price Index for All Urban Consumers for the most recent twelve-month period for which such percentage information is available, as published by the Bureau of Labor Statistics of the U.S. Department of Labor;

(b) "Market Share" means a Settling Defendant's respective share of sales of Cigarettes, by number of individual Cigarettes shipped in the United States for domestic consumption, as measured by such Settling

Defendant's audited reports of shipments of Tobacco Products provided to the U.S. Securities and Exchange Commission ("SEC") (or, in the case of any Settling Defendant that does not provide such reports to the SEC, audited reports of shipments containing the same shipment information as contained in the reports provided to the SEC) ("Shipment Reports"), during (i) with respect to payments made pursuant to paragraph 7 of this Stipulation of Amendment, the calendar year ending on the date on which the payment at issue is due (or, in the case of the payment due on September 15, 1998, the calendar year ending December 31, 1998), regardless of when such payment is made, and (ii) with respect to all other payments made pursuant to this Stipulation of Amendment and the Settlement Agreement, the calendar year immediately preceding the year in which the payment at issue is due, regardless of when such payment is made;

(c) "Cigarettes" means any product which contains nicotine, is intended to be burned or heated under ordinary conditions of use, and consists of or contains (i) any roll of tobacco wrapped in paper or in any substance not containing tobacco; or (ii) tobacco, in any form, that is functional in the product, which, because of its appearance, the type of tobacco used in the filler, or its packaging and labeling, is likely to be offered to, or purchased by, consumers as a cigarette; or (iii) any roll of

tobacco wrapped in any substance containing tobacco which, because of its appearance, the type of tobacco used in the filler, or its packaging and labeling, is likely to be offered to, or purchased by, consumers as a cigarette described in subparagraph (i) of this paragraph;

(d) "Smokeless Tobacco" means any product that consists of cut, ground, powdered or leaf tobacco that contains nicotine and that is intended to be placed in the oral cavity;

(e) "Tobacco Products" means Cigarettes and Smokeless Tobacco; and

(f) "Children" means persons under the age of 18;

The above definitions supplement the definitions provided in the Settlement Agreement and, insofar as they differ, supersede them.

4. Settlement Receipts. The payments to be made by Settling Defendants under the Settlement Agreement and this Stipulation of Amendment are in settlement of all of the State of Florida's claims for damages incurred by the State in the year of payment or earlier years related to the subject matter of this Action, and no part of any payment under the Settlement Agreement or this Stipulation of Amendment is made in settlement of an actual or potential liability for a fine, civil penalty, criminal penalty or enhanced damages or as the cost of a tangible or intangible asset or other future benefit. This paragraph 4 supplements and clarifies section II.B(4) of the Settlement Agreement and does not and is not intended to

change the characterization of settlement payments described in section II.B(4) of the Settlement Agreement.

5. Supplemental Initial Payment. Each MFN Settling Defendant severally shall cause to be paid, pro rata in proportion to its Market Share and in accordance with and subject to paragraphs 17 and 18 of this Stipulation of Amendment, to an account designated in writing by the State of Florida, its share of $123,470,000, to be paid on or before January 4, 1999; its share of $464,590,000, to be paid on or before January 3, 2000; its share of $464,590,000, to be paid on or before January 2, 2001; its share of $464,590,000, to be paid on or before January 2, 2002; and its share of $232,760,000, to be paid on or before January 2, 2003. The payments made by MFN Settling Defendants pursuant to this paragraph shall be adjusted upward by the greater of 3% or the actual total percent change in the Consumer Price Index applied each year on the previous year, beginning with the payment due to be made on or before January 3, 2000. The payments due to be made by MFN Settling Defendants pursuant to this paragraph on or before January 3, 2000, on or before January 2, 2001, on or before January 2, 2002, and on or before January 2, 2003, will also be decreased or increased, as the case may be, in accordance with the formula for adjustment of payments set forth in Appendix A hereto. The payment due to be made by MFN Settling Defendants pursuant to this paragraph 5 on or before January 4, 1999, shall not be subject to

adjustment for inflation or in accordance with the formula for adjustment of payments set forth in Appendix A hereto.

6. Acceleration of Supplemental Initial Payment. In the event that any MFN Settling Defendant fails to make any payment required of it pursuant to paragraph 5 of this Stipulation of Amendment (a "Defaulting Defendant") by the applicable date set forth in such paragraph 5 (a "Missed Payment"), the State of Florida shall provide notice to each of the MFN Settling Defendants of such non-payment. The Defaulting Defendant shall have 15 days after receipt of such notice to pay the Missed Payment, together with interest accrued from the original applicable due date at the prime rate as published in the Wall Street Journal on the latest publication date on or before the date of default plus 3%. If the Defaulting Defendant does not make such payment within such 15-day period, the State of Florida shall have the option of providing notice to each of the MFN Settling Defendants of such continued non-payment. In the event that the State of Florida elects to provide such notice, any or all of the MFN Settling Defendants (other than the Defaulting Defendant) shall have 15 days after receipt of such notice to elect (in such MFN Settling Defendant's or such MFN Settling Defendants' sole and absolute discretion) to pay the Missed Payment, together with interest accrued from the original applicable due date at the prime rate as published in the Wall Street Journal on the latest publication date on or before the date of default plus 3%. In the event that the State of Florida does not receive the Missed Payment,

together with such accrued interest, within such additional 15-day period, all future payments required to be made by each of the respective MFN Settling Defendants pursuant to paragraph 5 of this Stipulation of Amendment shall at the end of such additional 15-day period be accelerated and immediately become due and owing to the State of Florida from each MFN Settling Defendant, pro rata in proportion to its Market Share and in accordance with and subject to paragraph 18 of this Stipulation of Amendment; provided, however, that such accelerated payments (a) shall all be adjusted upward by the greater of (i) the rate of 3% per annum or (ii) the actual total percent change in the Consumer Price Index, in either instance for the period between January 1 of the year in which the acceleration of payments pursuant to this paragraph occurs and the date on which such accelerated payments are made pursuant to this paragraph 6, and (b) shall all immediately be adjusted in accordance with the formula for adjustment of payments set forth in Appendix A hereto.

Nothing in this paragraph 6 shall be deemed under any circumstance to create any obligation on the part of any MFN Settling Defendant to pay any amount owed or payable to the State of Florida by any other MFN Settling Defendant. All obligations of the MFN Settling Defendants pursuant to this paragraph 6 are intended to be and shall remain several, and not joint.

7. Annual Payments. Each of the Settling Defendants agrees that on or before September 15, 1998 it shall severally cause to be paid to an account

designated in writing by the State of Florida, pro rata in proportion to its respective Market Share and in accordance with and subject to paragraph 18 of this Stipulation of Amendment, its share of $220 million (subject to adjustment for appropriate allocation among Settling Defendants by January 30, 1999).

Each of the Settling Defendants further agrees that, on or before December 31, 1999 and annually thereafter on or before December 31st of each year after 1999 (subject to final adjustment within 30 days), it shall severally cause to be paid into an account designated by the State of Florida, pro rata in proportion to its respective Market Share and in accordance with and subject to paragraph 18 of this Stipulation of Amendment, its share of 5.5% of the following amounts (in billions):

Year         1999       2000      2001        2002       2003     thereafter
----

Amount       $4.5B      $5B       $6.5B       $6.5B      $8B         $8B
------

The payments made by Settling Defendants pursuant to this paragraph 7 shall be adjusted upward by the greater of 3% or the actual total percent change in the Consumer Price Index applied each year on the previous year, beginning with the annual payment due on December 31, 1999. Such payments will also be decreased or increased, as the case may be, beginning with the annual payment due on December 31, 1999, in accordance with the formula for adjustment of payments set forth in Appendix A hereto. Settling Defendants shall pay the payment due on September 15, 1998 without adjustment for inflation or in accordance with the

formula for adjustments of payments set forth in Appendix A hereto. This paragraph 7 supersedes section II.B(3) of the Settlement Agreement, which is hereby rendered null, void and of no further effect.

8. Determination of Market Share. In the event of a disagreement between or among any Settling Defendants as to their respective shares of any payment due to be paid on a Market Share basis pursuant to the Settlement Agreement and this Stipulation of Amendment, each Settling Defendant shall pay its undisputed share of such payment promptly on or before the date on which such payment is due, and shall, within 21 days of such date, submit copies of its Shipment Reports for the year in question to a third party to be selected by agreement of Settling Defendants (the "Third Party"), who shall determine the Market Share of each Settling Defendant within three business days of receipt of such Shipment Reports. The decision of the Third Party shall be final and non-appealable, and shall be communicated by facsimile to each person designated to receive notice hereunder. Each Settling Defendant shall, within two business days of receipt of the Third Party's decision, pay the State or such other Settling Defendant, as appropriate, the difference, if any, between (1) the amount that such Settling Defendant has already paid with respect to the payment in question and (2) the amount of the payment in question that corresponds to such Settling Defendant's Market Share as determined by the Third Party, together with interest accrued from the original date on which the payment in question was due, at the

prime rate as published in the Wall Street Journal on the latest publication date on or before the original date on which the payment in question was due plus 3%. In the event of any disagreement by or among Settling Defendants as to their respective shares of the payment due on September 15, 1998 pursuant to this Stipulation of Amendment, the procedures for resolving such disagreement shall be as described in this paragraph, except that each Settling Defendant shall not be required to provide its Shipment Reports to the Third Party until January 21, 1999.

9. Adjustments in Event of Federal Legislation. In the event that federal tobacco legislation is enacted before November 30, 2000 that provides for payments by tobacco companies (whether in the form of settlement payment, tax or otherwise) ("Tobacco Legislation"):

(a) MFN Settling Defendants shall be entitled to receive a dollar for dollar offset against the annual payments required under paragraph 7 of this Stipulation of Amendment of any amounts that the State of Florida could elect to receive pursuant to such Tobacco Legislation ("Federal Settlement Funds"), up to the full amount of such annual payments, except to the extent that:

(i) such Federal Settlement Funds are required to be used for purposes other than health care or tobacco-related purposes;

(ii) such Tobacco Legislation provides the opportunity for other states to elect to receive Federal Settlement Funds but does not provide

for the abrogation, settlement or relinquishment of tobacco-related claims of such states that have not previously been resolved; or

(iii) state receipt of such Federal Settlement Funds is conditioned upon (A) the relinquishment of rights or benefits under the Settlement Agreement (including this Stipulation of Amendment and the Consent Decree) (excepting any annual payment amounts subject to the offset); or (B) actions or expenditures by the state unrelated to health care or tobacco (including but not limited to tobacco education, cessation, control or enforcement).

(b) Nothing in this paragraph 9 shall reduce (i) the payments made to the State of Florida pursuant to sections II.B(1) and (2) of the Settlement Agreement and paragraphs 5 and 6 of this Stipulation of Amendment (by offset, credit, recoupment, refund or otherwise); or (ii) the percentage figure (5.5%) used to determine the State of Florida's annual payments pursuant to paragraph 7 of this Stipulation of Amendment. Nothing in this paragraph 9 is intended to or shall reduce the total amounts payable by MFN Settling Defendants to the State of Florida under the Settlement Agreement (as revised hereby) by an amount greater than the amount of Federal Settlement Funds that the State of Florida could elect to receive. This paragraph 9 supersedes section
II.B(5) of the Settlement Agreement, which is hereby rendered null, void and of no further effect.

10. Clarification of Scope of State's Release. The release of claims provided in section II.C(2) of the Settlement Agreement shall, with respect to the Claims therein released as to the future, apply only to monetary Claims. The foregoing sentence does not supersede but rather supplements and clarifies the scope of the release provided in section II.C(2) of the Settlement Agreement. In addition, the State of Florida hereby agrees to dismiss with prejudice those claims dismissed pursuant to the Court's Order Approving and Adopting Certain Stipulations of the Parties as Enforceable Orders of this Court, dated April 24, 1998 (the "April 24th Order") and the Stipulation of Voluntary Dismissal Without Prejudice of Count III of the Plaintiffs' Third Amended Complaint, dated April 24, 1998 (the "April 24th Stipulation"). The State of Florida further agrees that, notwithstanding anything to the contrary in the Settlement Agreement, the April 24th Order or the April 24th Stipulation, the claims dismissed pursuant to the April 24th Order and the April 24th Stipulation shall be treated as Released Claims for purposes of section II.C(2) of the Settlement Agreement.

11. Limited Most-Favored Nation Provision. In partial consideration for the monetary payments to be made by MFN Settling Defendants pursuant to this Stipulation of Amendment, the State of Florida agrees that, if MFN Settling Defendants enter into any future pre-verdict settlement agreement of other similar litigation brought by a non-federal governmental plaintiff, or any amendment to any such existing settlement agreement, on terms more favorable to such non-

federal governmental plaintiff than the terms of the Settlement Agreement (including this Stipulation of Amendment and the Consent Decree) (after due consideration of relevant differences in population or other appropriate factors), the terms of the Settlement Agreement (including this Stipulation of Amendment and the Consent Decree) shall not be revised except as follows: to the extent, if any, such other pre-verdict settlement agreement includes terms that provide:

(a) for joint and several liability among MFN Settling Defendants with respect to monetary payments to be made pursuant to such agreement;

(b) a guarantee by the parent company of any of MFN Settling Defendants or other assurances of payment or creditors' remedies with respect to monetary payments to be made pursuant to such agreement;

(c) for the implementation of non-economic tobacco-related public health measures different from those contained in the Settlement Agreement (including this Stipulation of Amendment and the Consent Decree);

(d) for no offset of Federal Settlement Funds against annual settlement payments pursuant to such settlement agreement; or

(e) for an offset term more favorable to the plaintiff than the offset provisions of paragraph 9 of this Stipulation of Amendment,

then the Settlement Agreement shall, at the option of the Office of the Attorney General of the State of Florida, be revised to include terms comparable to such terms.

This paragraph 11 supersedes section IV of the Settlement Agreement, which is hereby rendered null, void and of no further effect as to any MFN Settling Defendant. The State of Florida hereby acknowledges that, pursuant to the terms of this paragraph 11, it has irrevocably waived any future claim against MFN Settling Defendants to revise the terms of the Settlement Agreement or this Stipulation of Amendment pursuant to section IV of the Settlement Agreement (except as provided in paragraph 27 of this Stipulation of Amendment), and it hereby further covenants and agrees that, in consideration for MFN Settling Defendants' agreement to the terms of this Stipulation of Amendment, it shall not hereafter seek to revise the Settlement Agreement or this Stipulation of Amendment as to MFN Settling Defendants, except as expressly provided in this paragraph 11 (or pursuant to mutually agreeable amendment by the parties hereto as provided in section VI.D of the Settlement Agreement and paragraph 20 hereof).

12. MFN Settling Defendants' Assurances. MFN Settling Defendants agree:

(a) to support the legislative initiatives to enact new laws and administrative initiatives to promulgate new rules described in section
II.A(2) of the Settlement Agreement; and

(b) not to support in Congress or any other forum legislation, rules or policies which would preempt, override, abrogate or diminish the State's rights or recoveries under the Settlement Agreement (as amended hereby).

Except as specifically provided in the foregoing sentence, nothing in the Settlement Agreement (including this Stipulation of Amendment and the Consent Decree) shall be deemed to restrain the parties from advocating terms of any national settlement or taking any other positions on issues relating to tobacco.

13. Disclosure of Payments. Each MFN Settling Defendant shall disclose to the Office of the Attorney General and the Office of the Governor, at the times and in the manner provided below, information about the following payments:

(a) Any payment to a "lobbyist" or "principal" within the meaning of the Joint Rules of the Florida House and Senate, ss.1.1(2)(d) and
(f), if the MFN Settling Defendant knows or has reason to know that the payment will be used, directly or indirectly, to influence legislative or administrative action or the official action of state or local government in Florida in any way relating to Tobacco Products or their use;

(b) Any payment to a third party, if the MFN Settling Defendant knows the payment is partly in consideration for the third party attending, offering testimony at, or participating before a state or local government hearing in Florida in any way relating to Tobacco Products or their use; and

(c) Any payment (other than a "political contribution" under 2 U.S.C. ss.431(8)(A)) to, or for the benefit of, a state or local official in Florida, whether made directly by the MFN Settling Defendant or indirectly through

an employee of the MFN Settling Defendant acting within the scope of his employment, or through an affiliate, lobbyist or other agent acting under the substantial control of the MFN Settling Defendant.

Disclosures required under this paragraph 13 shall be filed with the Office of the Attorney General and the Office of the Governor on the first day of February, May, August and November of each year (beginning November 1, 1998) for any and all payments made through the first day of the previous month, and shall be transmitted in electronic format or such format as the Attorney General may require, with the following information:

- The name, address, telephone number and e-mail address of the recipient;

- The amount of each payment described in this paragraph 13; and

- The aggregate amount of all payments described in this paragraph 13 to the recipient in the calendar year.

Information disclosed pursuant to this paragraph is a "public record" within the meaning of the Florida Public Records Act, Ch. 119, Florida Statutes.

14. Prohibition of Certain Payments for Product Placement. MFN Settling Defendants shall not make or cause to be made, in connection with any motion picture made in the United States, any payment, direct or indirect, to any person to use, display, make reference to or use as a prop any cigarette, cigarette package, advertisement for cigarettes, or any other item bearing the brand name, logo, symbol, motto, selling message, recognizable color or pattern of colors, or any

other indicia of product identification identical or similar to, or identifiable with, those used for any brand of domestic Tobacco Products.

15. Prohibition on Promotional Merchandise. On and after December 31, 1998, MFN Settling Defendants shall permanently cease marketing, licensing, distributing, selling or offering, directly or indirectly, including by catalogue or direct mail, in the State of Florida, any item (other than Tobacco Products or any item of which the sole function is to advertise Tobacco Products) which bears the brand name (alone or in conjunction with any other word), logo, symbol, motto, selling message, recognizable color or pattern of colors, or any other indicia of product identification identical or similar to, or identifiable with, those used for any brand of domestic Tobacco Products, except that nothing in this paragraph shall (i) require any MFN Settling Defendant to terminate, breach or violate any licensing agreement or contract in existence as of July 1, 1998 for the remaining term of such contract; (ii) prohibit the distribution to any employee (18 years of age or older) of an MFN Settling Defendant of any item described above that is intended for the personal use of such employee by such MFN Settling Defendant; or (iii) prohibit items necessarily incidental to or ordinarily distributed in connection with any sponsorship described in section I.D(7) of the Settlement Agreement.

16. Document Production. MFN Settling Defendants shall, upon request, provide to the State of Florida a copy of any CD-ROMs of documents that MFN

Settling Defendants have agreed to produce, pursuant to the Minnesota Settlement, to the document depository established in connection with the lawsuit State of Minnesota v. Philip Morris Inc., No. C1-94-8565 (Dist. Ct. Ramsey County, filed Aug. 17, 1994), with a copy of the accompanying transmittal letter provided to each person designated to receive notice hereunder.

17. Court Approval. The parties hereto agree to submit this Stipulation of Amendment to the Court for its review and approval, and further, to move that the Court enter the Consent Decree in the form attached hereto as Exhibit 1. If the Court refuses to approve this Stipulation of Amendment and the Consent Decree in any respect unacceptable to any of the parties hereto and such refusal is not reversed on appeal, or if such approval is modified in any respect unacceptable to any of the parties hereto or is set aside on appeal, then this Stipulation of Amendment shall be canceled and terminated and it and all orders issued pursuant hereto (including the Consent Decree) shall become null and void and of no further effect. Any such cancellation or termination of this Stipulation of Amendment shall not of itself result in the cancellation or termination of, or otherwise affect, the Settlement Agreement as approved by the Court on August 25, 1997. All payments described in paragraphs 5 and 6 of this Stipulation of Amendment shall be paid into a special escrow account in a New York City bank, pursuant to the terms of a mutually acceptable escrow agreement in the form attached hereto as Exhibit 2 (the "MFN Escrow Agreement"), and if so paid shall remain in said

escrow account, until such time as (1) the 30-day time period to seek review of the Court's order approving this Stipulation of Amendment has expired without the filing of any notice of appeal or petition for review; or (2) in the event of a timely appeal or petition, the appeal or the petition has been dismissed or the Court's order has been affirmed in all material respects by the court of last resort to which such appeal or petition has been taken and such dismissal or affirmance has become no longer subject to further appeal or review. Any payments made into escrow shall be disbursed from escrow only in strict accordance with the terms of the MFN Escrow Agreement, which shall not be modified without the express written consent of MFN Settling Defendants and the State of Florida.

18. Escrow Pending Resolution of Certain Claims. Certain of the State's private counsel (the "Lienors") have filed attorneys' charging liens against any payments to be made to the State of Florida pursuant to the settlement of the Action (the "Liens"), and the State of Florida has contested the validity and enforceability of the Liens. Until such time as the question of the validity and enforceability of the Liens (including any attorneys' charging liens that may be filed by the State's private counsel after the date hereof) has been conclusively resolved by the court of last resort to which such question may be presented, each payment to be made by Settling Defendants pursuant to this Stipulation of Amendment shall be paid in accordance with such directions as may be issued by the Court as necessary to preserve the claim of the Lienors to the portion of the

payment in question that is claimed to be subject to the Liens. Notwithstanding any other provision of this Stipulation of Amendment (i) any payment by Settling Defendants that is made in accordance with such directions shall fully satisfy Settling Defendants' obligations with respect to the payment in question, and
(ii) upon the conclusive resolution of the question of the validity and enforceability of the Liens by the court of last resort to which such question may be presented, the portion of each payment to be made by Settling Defendants pursuant to this Stipulation of Amendment that is claimed to be subject to the Liens shall be paid to the State of Florida or to the Lienors (or any of them) in accordance with such conclusive determination.

19. Payment Responsibility. All obligations of the Settling Defendants pursuant to the Settlement Agreement and this Stipulation of Amendment are intended to be and shall remain several, and not joint. Due to the particular corporate structures of Settling Defendants R.J. Reynolds Tobacco Company
("Reynolds") and Brown & Williamson Tobacco Corporation ("Brown & Williamson") with respect to their non-domestic tobacco operations, Settling Defendants Reynolds and Brown & Williamson shall each be severally liable for its respective share of each payment due pursuant to the Settlement Agreement and this Stipulation of Amendment up to (and its liability hereunder shall not exceed) the full extent of its assets used in, and earnings derived from, the manufacture and sale in the United States of Tobacco Products intended for domestic consumption,

and no recourse shall be had against any of its other assets or earnings to satisfy such obligations.

20. Applicable Provisions of Settlement Agreement. The provisions of sections VI.A (Headings), VI.B (No Admission), VI.C (Non-Admissibility), VI.D (Amendment), VI.E (Cooperation), VI.F (Governing Law), VI.G (Construction), VI.H (Intended Beneficiaries) and VI.I (Counterparts) of the Settlement Agreement shall be equally applicable to this Stipulation of Amendment as though fully set forth herein, and all references to the Settlement Agreement in the sections thereof specifically listed in this paragraph 20 shall be construed to include this Stipulation of Amendment.

21. Pilot Program. The provisions of section II.B(2) of the Settlement Agreement that restrict the manner in which the pilot program funds provided for therein may be expended are hereby rendered null, void and of no further effect.

22. Release of Right to Additional Compensation. In consideration for the terms hereof, including, inter alia, the provisions of paragraph 5 hereof, the State of Florida hereby irrevocably releases MFN Settling Defendants from any claim for additional compensation pursuant to section V of the Settlement Agreement, and the provisions of section V regarding the State's rights to costs and additional compensation are hereby rendered null, void and of no effect.

23. Notices. All notices or other communications to any party to the Settlement Agreement shall be in writing (and shall include telex, telecopy or

similar writing) and shall be given to the respective parties hereto at the following addresses. Any party hereto may change the name and address of the person designated to receive notice on behalf of such party by notice given as provided in this paragraph.

     151 Meeting Street, Suite 600
     Charleston, SC 29402
     Fax: (803) 720-9290

Philip Morris Incorporated:                 R.J. Reynolds Tobacco Company:
---------------------------                 ------------------------------
     Martin J. Barrington                   Charles A. Blixt
     Philip Morris Incorporated             R.J. Reynolds Tobacco Company
     120 Park Avenue                        401 North Main Street
     New York, NY 10017-5592                Winston-Salem, NC 27102
     Fax: (212) 907-5399                    Fax: (336) 741-2998

     With a copy to:                        With a copy to:
     ---------------                        ---------------
     Meyer G. Koplow                        Arthur F. Golden
     Wachtell, Lipton, Rosen & Katz         Davis Polk & Wardwell
     51 West 52nd Street                    450 Lexington Avenue
     New York, NY 10019                     New York, NY 10017
     Fax: (212) 403-2000                    Fax: (212) 450-4800

Brown & Williamson Tobacco Corp.:           Lorillard Tobacco Company:
---------------------------------           --------------------------
     F. Anthony Burke                       Arthur J. Stevens
     Brown & Williamson Tobacco Corp.       Lorillard Tobacco Company
     200 Brown & Williamson Tower           714 Green Valley Road
     401 South Fourth Avenue                Greensboro, NC 27408
     Louisville, KY 40202                   Fax: (336) 335-7707
     Fax: (502) 568-7297

     With a copy to:                        United States Tobacco Company:
     ---------------                        ------------------------------
     Stephen R. Patton                      Richard H. Verheij
     Kirkland & Ellis                       UST Inc.
     200 East Randolph Dr.                  100 West Putnam Avenue
     Chicago, IL 60601                      Greenwich, CT 06830
     Fax: (312) 861-2200                    Fax: (203) 863-7233

24. Representation of Parties. The parties hereto represent that the Settlement Agreement and this Stipulation of Amendment have been duly authorized and, upon execution, will (together with the Consent Decree) constitute valid and binding contractual obligations, enforceable in accordance with their terms, of each of the parties hereto.

25. Severability. In the event that any non-material provision of the Settlement Agreement (as revised hereby) is modified or found to be invalid or unenforceable, the remainder thereof shall be fully enforceable.

26. Attorneys' Fees. Settling Defendants, the State of Florida and certain private counsel for the State of Florida have entered into a separate agreement on September 11, 1998 (the "Florida Fee Payment Agreement") that sets forth the entire obligation of Settling Defendants with respect to payment of attorneys' fees

pursuant to section V of the Settlement Agreement. The parties hereto agree that MFN Settling Defendants shall not be required to perform any obligation pursuant to paragraphs 5 and 6 of this Stipulation of Amendment until such time as (1) the Court issues the Consent Decree in the form attached as Exhibit 1 hereto; (2) the 30-day period to seek review of the Court's order entering the Consent Decree has expired without the filing of any notice of appeal or petition for review; and (3) in the event of a timely appeal or petition, such appeal or petition has been dismissed or the Court's order entering the Consent Decree has been affirmed in all material respects by the court of last resort to which such appeal or petition has been taken and such dismissal or affirmance has become no longer subject to further appeal or review. Under no circumstances shall Settling Defendants' entry into this Stipulation of Amendment or the Florida Fee Payment Agreement be construed as, or deemed to be, evidence of or an admission or concession that the Settlement Agreement can be revised pursuant to the Most Favored Nation clause without incorporation of all terms of any settlement agreement that provides the occasion for any such revision, including all terms thereof with respect to attorneys' fees.

27. Conditioned on Minnesota Settlement. In the event that a court order or other judicial determination is issued on or before January 2, 2003 that overturns, voids or invalidates the Minnesota Settlement or otherwise declares it to be unenforceable (such that MFN Settling Defendants are relieved from making payments required under the Minnesota Settlement) (the "Minnesota Order"),

MFN Settling Defendants shall have the option to elect not to make any payment pursuant to paragraphs 5 and 6 of this Stipulation of Amendment that becomes due on or after the date of such Minnesota Order. In the event that MFN Settling Defendants make such an election:

(a) MFN Settling Defendants shall not be obligated to make any payment pursuant to paragraphs 5 and 6 of this Stipulation of Amendment that becomes due on or after the date of the Minnesota Order; provided, however, that if the Minnesota Order is reversed on appeal or otherwise set aside, MFN Settling Defendants shall be obligated to make any payments pursuant to paragraphs 5 and 6 of this Stipulation of Amendment that were not made when initially due as result of the Minnesota Order;

(b) the provisions of paragraph 11 of this Stipulation of Amendment shall not apply to preclude the application of section IV of the Settlement Agreement with respect to any pre-verdict settlement agreement described therein entered into after the date of the Minnesota Order; and

(c) MFN Settling Defendants shall be entitled to a credit, in the amount of any payments made pursuant to paragraphs 5 and 6 of this Stipulation of Amendment, against any payments due to the State of Florida as a result of application of section IV of the Settlement Agreement in connection with any pre-verdict settlement agreement

entered into after the date of the Minnesota Order, pursuant to subparagraph (b) of this paragraph 27.

No other provision of the Settlement Agreement, this Stipulation of Amendment or the Consent Decree shall be affected by the Minnesota Order. MFN Settling Defendants will provide the State of Florida with notice of any filing seeking to obtain a Minnesota Order.

28. Entire Agreement of Parties. The Settlement Agreement (including this Stipulation of Amendment, Florida Fee Payment Agreement and the Consent Decree) contains an entire, complete and integrated statement of each and every term and provision agreed to by and among the parties hereto relating in any way to the settlement of the tobacco litigation brought by the State of Florida, and is not subject to any condition not provided for herein.

IN WITNESS WHEREOF, the parties hereto, through their fully authorized representatives, have agreed to this Stipulation of Amendment as of this eleventh day of September, 1998.

STATE OF FLORIDA, acting by and through Lawton M. Chiles, Jr., its duly elected and authorized Governor, and Robert A.

Butterworth, its duly elected
and authorized Attorney General

Governor

PHILIP MORRIS INCORPORATED

R.J. REYNOLDS TOBACCO
COMPANY

BROWN & WILLIAMSON TOBACCO
CORPORATION

By:
Stephen R. Patton
Counsel

LORILLARD TOBACCO COMPANY

UNITED STATES TOBACCO
COMPANY

APPENDIX A

FORMULA FOR CALCULATING VOLUME ADJUSTMENTS

Any payment that by the terms of the Stipulation of Amendment is to be adjusted pursuant to this Appendix (the "Applicable Base Payment") shall be adjusted pursuant to this Appendix in the following manner:

(A) in the event the aggregate number of cigarettes shipped for domestic consumption by Settling Defendants in the Applicable Year (as defined hereinbelow) (the "Actual Volume") is greater than the aggregate number of cigarettes shipped for domestic consumption by Settling Defendants in 1997 (the "Base Volume"), the Applicable Base Payment shall be multiplied by the ratio of the Actual Volume to the Base Volume;

(B) in the event the Actual Volume is less than the Base Volume,

(i) the Applicable Base Payment shall be multiplied by the ratio of the Actual Volume to the Base Volume, and the resulting product shall be divided by 0.98; and

(ii)if a reduction of the Applicable Base Payment results from the application of subparagraph (B)(i) of this Appendix, but the Settling Defendants' aggregate net operating profits from domestic sales of cigarettes for the Applicable Year (the "Actual Net Operating Profit") is greater than the Settling Defendants' aggregate net operating profits from domestic sales of cigarettes in 1997 (the "Base Net Operating Profit") (such Base Net Operating Profit being adjusted upward by the greater of the rate of 3% per annum or the actual total percent change in the Consumer Price Index, in either instance for the period between January 1, 1998 and the date on which the payment at issue is made), then the amount by which the Applicable Base Payment is reduced by the application of subparagraph (B)(i) shall be reduced (but not below zero) by 5.5% of 25% of such increase in such profits. For purposes of this Appendix, "net operating profits from domestic sales of cigarettes" shall mean net operating profits from domestic sales of cigarettes as reported to the United States Securities and Exchange Commission ("SEC") for the Applicable Year or, in the case of a Settling Defendant that does not report

profits to the SEC, as reported in financial statements prepared in accordance with generally accepted accounting principles and audited by a nationally recognized accounting firm. The determination of Settling Defendants' aggregate net operating profits from domestic sales of cigarettes shall be derived using the same methodology as was employed in deriving such Settling Defendants' aggregate net operating profits from domestic sales of cigarettes in 1997. Any increase in an Applicable Base Payment pursuant to this subparagraph B(ii) shall be payable within 120 days after the date that the payment at issue was required to be made.

(C) "Applicable Year" means (i) with respect to the payments made pursuant to paragraph 7 of the Stipulation of Amendment, the calendar year ending on the date on which the payment at issue is due, regardless of when such payment is made; and (ii) with respect to all other payments made pursuant to the Stipulation of Amendment, the calendar year immediately preceding the year in which the payment at issue is due, regardless of when such payment is made.

EXHIBIT 1

IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT
PALM BEACH COUNTY, FLORIDA

STATE OF FLORIDA, et al.,

Plaintiffs,
v. Civil Action No. 95-1466 AH

AMERICAN TOBACCO
COMPANY, et al.,

Defendants.
-------------------------------/

CONSENT DECREE

WHEREAS, on August 25, 1997, the State of Florida and certain defendants entered into a Settlement Agreement (the "Settlement Agreement") to settle and resolve with finality all present and future claims against all parties to this litigation relating to the subject matter of this litigation which have been or could have been asserted by any of the parties hereto;

WHEREAS, the Settlement Agreement was approved and adopted as an enforceable order of the Court pursuant to Court Order dated August 25, 1997, in which the Court expressly retained continuing jurisdiction to enforce and implement the terms of the Settlement Agreement, including the Most Favored Nation clause of the Settlement Agreement;

WHEREAS, the Settlement Agreement contains a "Most Favored Nation" clause which provides that, in the event that Settling Defendants enter into a

EXHIBIT 1

future pre-verdict settlement agreement of other litigation brought by a non-federal governmental plaintiff on terms more favorable to such governmental plaintiff than the terms of the Settlement Agreement (after due consideration of relevant differences in population or other appropriate factors), the terms of the Settlement Agreement shall be revised so that the State of Florida will obtain treatment at least as relatively favorable as any such non-federal governmental entity;

WHEREAS, on May 8, 1998, Settling Defendants Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown & Williamson Tobacco Corporation and Lorillard Tobacco Company (the "MFN Settling Defendants") entered into a pre-verdict settlement agreement with the State of Minnesota (the "Minnesota Settlement") to resolve the lawsuit State of Minnesota v. Philip Morris Inc., No. C1-94-8565 (Dist. Ct. Ramsey County, filed Aug. 17, 1994);

WHEREAS, the State of Florida and MFN Settling Defendants agree that, pursuant to the Most Favored Nation clause of the Settlement Agreement, the Settlement Agreement is to be revised in light of the Minnesota Settlement;

WHEREAS, the State of Florida and Settling Defendants have agreed on the terms of revisions to the Settlement Agreement as set forth in a Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree executed on September 11, 1998 (the "Stipulation of Amendment");

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WHEREAS, the Stipulation of Amendment provides for entry of this Consent Decree, which sets forth certain terms of injunctive relief, and further, provides that the MFN Settling Defendants have waived as specified therein their right to challenge the terms of this Consent Decree as being superseded or preempted by future congressional enactments; and

WHEREAS, the Attorney General believes the entry of this Consent Decree is appropriate and in the public interest;

NOW, THEREFORE, the State of Florida and MFN Settling Defendants having come before the Court on their joint motion for approval of a Stipulation of Amendment to the Settlement Agreement, and the Court having reviewed and considered the Stipulation of Amendment and otherwise being fully advised in the premises, it is hereby ORDERED, ADJUDGED and DECREED as follows:

1. Approval. The Court finds that the terms of the Stipulation of Amendment are just and in the best interests of the State of Florida and Settling Defendants, and the same is hereby approved and adopted as an enforceable order of the Court, which shall supersede any prior court order insofar as inconsistent therewith. The Court further finds that the Stipulation of Amendment and the Florida Fee Payment Agreement set forth the State and Settling Defendants' agreement as to certain matters addressed in this Court's April 16, 1998 Order Implementing Most Favored Nation Provision of Florida Settlement Agreement and Exhibit 1 thereto (the "April 16th Order") and accordingly hereby amends the

EXHIBIT 1

April 16th Order (and all other orders of the Court relating thereto) so as to conform it to the terms of the Florida Fee Payment Agreement. In addition, the Court finds that amounts payable by Settling Defendants pursuant to the Florida Fee Payment Agreement are not funds of the State of Florida and are not subject to appropriation by the State of Florida pursuant to 1998 Fla. Sess. Law Serv. Ch. 98-63 (C.S.S.B. 1270) (West) and that Settling Defendants are under no obligation to pay such amounts to the State of Florida. In addition, pursuant to paragraph 10 of the Stipulation of Amendment, the claims of the State of Florida dismissed pursuant to the Court's Order Approving and Adopting Certain Stipulations of the Parties as Enforceable Orders of this Court, dated April 24, 1998 (the "April 24th Order") and the Stipulation of Voluntary Dismissal Without Prejudice of Count III of the Plaintiffs' Third Amended Complaint, dated April 24, 1998 (the "April 24th Stipulation") are hereby dismissed with prejudice and, notwithstanding anything to the contrary in the Settlement Agreement, the April 24th Order or the April 24th Stipulation, the claims dismissed pursuant to the April 24th Order and the April 24th Stipulation shall be treated as Released Claims for purposes of section II.C(2) of the Settlement Agreement.

2. Jurisdiction and Venue. In keeping with the Settlement Agreement and this Court's August 25, 1997 Order, the Court expressly retains jurisdiction for the purpose of enforcement of the Settlement Agreement (as amended by the Stipulation of Amendment) and this Consent Decree, as well as other issues

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relating to the settlement of this Action that are currently pending before the Court. Any party to this Consent Decree may apply to this Court at any time for such further orders and directions as may be necessary or appropriate for the construction and enforcement of the Settlement Agreement, the Stipulation of Amendment and this Consent Decree.

3. Definitions. The definitions set forth in the Settlement Agreement (as supplemented or superseded by the Stipulation of Amendment) are incorporated by reference herein.

4. Applicability. This Consent Decree applies only to MFN Settling Defendants in their corporate capacity acting through their respective successors and assigns, directors, officers, employees, agents, subsidiaries, divisions or other internal organizational units of any kind or any other entities acting in concert or participating with them, and only with respect to activities in connection with the manufacture and sale in the United States of Tobacco Products intended for domestic consumption. The remedies and penalties for a violation of this Consent Decree shall apply only to MFN Settling Defendants, and shall not be imposed or assessed against any employee, officer or director of MFN Settling Defendants or other person or entity as a consequence of such a violation, and there shall be no jurisdiction under this Consent Decree to impose or assess a penalty against any employee, officer or director of MFN Settling Defendants or other person or entity as a consequence of a violation of this Consent Decree.

EXHIBIT 1

5. Effect on Third Parties. This Consent Decree is not intended to and does not vest standing in any third party with respect to the terms hereof, or create for any person other than the parties hereto a right to enforce the terms hereof.

6. Injunctive Relief. MFN Settling Defendants are permanently enjoined from:

(a) On and after December 31, 1998, marketing, licensing for distribution or sale, distributing, selling or offering, directly or indirectly, including by catalogue or direct mail, in the State of Florida, any item (other than Tobacco Products or any item the sole function of which is to advertise Tobacco Products) which bears the brand name (alone or in conjunction with any other word), logo, symbol, motto, selling message, recognizable color or pattern of colors, or any other indicia or product identification identical or similar to, or identifiable with, those used for any domestic brand of Tobacco Products, except that nothing in this paragraph shall (i) require any MFN Settling Defendant to terminate, breach or violate any licensing agreement or contract in existence as of July 1, 1998 for the remaining term of such contract; (ii) prohibit the distribution to any employee (18 years of age or older) of an MFN Settling Defendant of any item described above that is intended for the personal use of such employee by such MFN Settling Defendant; or (iii) prohibit

EXHIBIT 1

items necessarily incidental to or ordinarily distributed in connection with any sponsorship described in section I.D(7) of the Settlement Agreement.

(b) Making any material misrepresentation of fact regarding the health consequence of using any Tobacco Product, including any tobacco additives, filters, paper or other ingredients; provided, however, that nothing in this paragraph shall limit the exercise of any First Amendment right or any defense or position which persons bound by this Consent Decree may assert in any judicial, legislative or regulatory forum.

(c) Entering into any contract, combination or conspiracy between or among themselves which has the purpose or effect of: (1) limiting competition in the production or distribution of information about the health hazards or other consequences of the use of Tobacco Products;
(2) limiting or suppressing research into smoking and health; or (3) limiting or suppressing research into, marketing, or development of new products.

(d) Taking any action, directly or indirectly, to target children in Florida in the advertising, promotion, or marketing of cigarettes, or taking any action the primary purpose of which is to initiate, maintain or increase the incidence of underage smoking in Florida.

7. No Determination or Admission. The Settlement Agreement having been executed prior to the taking of any testimony, no final determination of any

EXHIBIT 1

violation of any provision of law has been made in this Action. This Consent Decree is not intended to be and shall not in any event be construed as, or deemed to be, an admission or concession or evidence of any liability or any wrongdoing whatsoever on the part of any person covered by the releases provided in sections II(C)(1) and (2) of the Settlement Agreement; nor shall this Consent Decree be construed as, or deemed to be, an admission or concession or evidence of personal jurisdiction with respect to any person not a party to this Consent Decree. Defendants specifically disclaim any liability or wrongdoing whatsoever with respect to the claims and allegations asserted against them in this Action and MFN Settling Defendants have entered into the Settlement Agreement and the Stipulation of Amendment, and have stipulated to entry of this Consent Decree, solely to avoid the further expense, inconvenience, burden and risk of litigation.

8. Modification. This Consent Decree shall not be modified unless the party seeking modification demonstrates, by clear and convincing evidence, that it will suffer irreparable harm from new and unforeseen conditions; provided, however, that the provisions of paragraph 4 of this Consent Decree shall in no event be subject to modification. Changes in the economic conditions of the parties shall not be grounds for modification. It is intended that MFN Settling Defendants will comply with this Consent Decree as originally entered, even if MFN Settling Defendants' obligations hereunder are greater than those imposed under current or future law. Therefore, a change in law that results, directly or

EXHIBIT 1

indirectly, in more favorable or beneficial treatment of any one or more of the MFN Settling Defendants shall not support modification of this Consent Decree. The provisions of this paragraph shall not be construed to limit or affect any future modification of the Settlement Agreement (as amended by the Stipulation of Amendment) in the manner provided in paragraphs 11 and 27 of the Stipulation of Amendment.

9. Enforcement and Attorneys' Fees. In any proceeding which results in a finding that a MFN Settling Defendant violated this Consent Decree, the responsible MFN Settling Defendant or MFN Settling Defendants shall pay the State's costs and attorneys' fees incurred in such proceeding.

10. Non-Exclusivity of Remedy. The remedies in this Consent Decree are cumulative and in addition to any other remedies the State may have at law or equity. Nothing herein shall be construed to prevent the State from bringing any action simply because the conduct that is the basis for such action may also violate this Consent Decree.

DONE AND ORDERED at Palm Beach County, Florida, this the __th day of September, 1998.

APPROVED:

Exhibit 99.2

FLORIDA FEE PAYMENT AGREEMENT

This Florida Fee Payment Agreement (the "Agreement") is entered into as of September 11, 1998, by and among Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown & Williamson Tobacco Corporation, Lorillard Tobacco Company and United States Tobacco Company (collectively and severally "Settling Defendants" and each individually a "Settling Defendant"), the State of Florida and those Florida Counsel (as identified by the Governor pursuant to section 24 hereof) that with the written consent of the State of Florida are, or at any time prior to December 15, 1998 become, signatories hereto ("Participating Florida Counsel").

WITNESSETH:

WHEREAS, on August 25, 1997, the State of Florida and Settling Defendants entered into a comprehensive settlement agreement to settle and resolve with finality all present and future civil claims relating to the subject matter of the lawsuit State of Florida v. American Tobacco Co., No. 95-1466 AH (15th Jud. Cir., Palm Beach County) (the "Action"), which settlement agreement (the "Settlement Agreement") was approved by the Circuit Court for Palm Beach County (the "Court") and adopted as an enforceable order of the Court pursuant to Court Order dated August 25, 1997;

WHEREAS, section V of the Settlement Agreement provides that Settling Defendants shall pay reasonable attorneys' fees to private counsel for the State of Florida, in an amount set by arbitration, subject to an appropriate annual cap on all such payments of attorneys' fees by Settling Defendants, as well as other conditions;

WHEREAS, section V of the Settlement Agreement did not and was not intended to reflect the entire agreement of Settling Defendants and the State of Florida as to the procedures and conditions that would govern Settling Defendants' payment of fees to private counsel retained by the State of Florida in connection with the Action ("Florida Counsel"), including an agreed specific annual aggregate national cap on all payments of attorneys' fees and certain other professional fees by Settling Defendants, as well as other essential terms;

WHEREAS, section IV of the Settlement Agreement contains a "Most Favored Nation" clause which provides that, in the event that Settling Defendants

enter into a future pre-verdict settlement agreement of other litigation brought by a non-federal governmental plaintiff on terms more favorable to such governmental plaintiff than the terms of the Settlement Agreement (after due consideration of relevant differences in population or other appropriate factors), the terms of the Settlement Agreement shall be revised so that the State of Florida will obtain treatment at least as relatively favorable as any such non-federal governmental entity;

WHEREAS, on January 16, 1998, Settling Defendants entered into a pre-verdict settlement agreement with the State of Texas, which sets forth the terms of Settling Defendants' agreement to pay attorneys' fees to private counsel for the State of Texas and includes provisions for advances on such attorneys' fees by Settling Defendants and the State of Texas;

WHEREAS, on May 8, 1998, certain Settling Defendants entered into a pre-verdict settlement agreement with the State of Minnesota (the "Minnesota Settlement"), which includes provisions for payment of attorneys' fees to private counsel for the State of Minnesota;

WHEREAS, on September 11, 1998, Settling Defendants and the State of Florida entered into a Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree (the "Stipulation of Amendment") to resolve any disputes with respect to the Most Favored Nation clause of the Settlement Agreement, including any disputes regarding payment of attorneys' fees, in light of the Texas and Minnesota Settlements; and

WHEREAS, Settling Defendants, the State of Florida and Participating Florida Counsel, in order to resolve any disputes with respect to sections IV and V of the Settlement Agreement, and to describe more fully the procedures that will govern Settling Defendants' payment of fees to Florida Counsel, have agreed to the terms of this Agreement:

NOW, THEREFORE, BE IT KNOWN THAT, in consideration of their mutual agreement to the terms of this Agreement, the State of Florida's and Settling Defendants' mutual agreement to the terms of the Stipulation of Amendment, and such other consideration described herein, including the release of certain claims against Settling Defendants, the sufficiency of which is hereby acknowledged, the parties hereto, acting by and through their authorized agents, memorialize and agree as follows:

SECTION 1. Agreement to Pay Fees.

Settling Defendants will pay reasonable attorneys' fees pursuant to this Agreement to those Florida Counsel (as identified by the Governor pursuant to section 24 hereof) that are Participating Florida Counsel for their representation of the State of Florida in connection with the Action. The amount of such fees will be set by a panel of three independent arbitrators (the "Panel") whose decisions as to the amount of fees to be paid in connection with this Agreement ("Fee Award(s)") shall be final and not appealable. The procedures governing Settling Defendants' obligation to pay any such Fee Awards, including the procedures for making, and the timing and amounts of payments in satisfaction of, such Fee Awards shall be as provided herein.

SECTION 2. Aggregate National Caps on Payment of Certain Fees.

Settling Defendants' payment of any Fee Award pursuant to this Agreement shall be subject to the payment schedule and the annual and quarterly aggregate national caps specified in sections 15, 16, 17, 18 and 19 hereof, which shall apply to:

(a) all payments of attorneys' fees pursuant to an award arbitrated by the Panel ("Fee Award") in connection with the settlement of any tobacco and health cases (other than non-class action personal injury cases brought directly by or on behalf of a single natural person or the survivor of such person or for wrongful death, or any non-class action consolidation of two or more such cases) ("Tobacco Cases") on terms that provide for payment by Settling Defendants or other defendants acting in agreement with Settling Defendants (collectively, "Participating Defendants") of fees with respect to private counsel retained by the plaintiff in connection with any such case ("Private Counsel"), subject to an annual cap on payment of all such fees;

(b) all payments of attorneys' fees (other than fees for attorneys of Participating Defendants) pursuant to a Fee Award for activities in connection with Tobacco Cases resolved by operation of federal legislation that either (i) implements the terms of the June 20, 1997 Proposed Resolution (or a substantially equivalent federal program) (the "Proposed Resolution") or (ii) imposes an enforceable obligation on Participating Defendants to pay attorneys' fees with respect to Private Counsel (any such legislation hereinafter referred to as "Federal Legislation"); and

(c) all payments of attorneys' fees and certain other professional fees (other than fees for attorneys or agents of Participating Defendants) pursuant to a

Fee Award for contributions made toward enacted Federal Legislation. In the event that Federal Legislation is enacted, the terms "Private Counsel" and "Eligible Counsel" shall apply not only to persons otherwise falling within the definitions of such terms herein but also to all persons granted Fee Awards for such contributions (such persons being Eligible Counsel with respect to each month beginning with the month the Federal Legislation was enacted).

Nothing in this Agreement shall be construed to require any Settling Defendant to pay Fee Awards in connection with any litigation other than the Action.

SECTION 3. Exclusive Obligation of Settling Defendants; Releases; Effective Date.

(a) The provisions set forth herein constitute the entire obligation of Settling Defendants with respect to payment of attorneys' fees in connection with the Action and the exclusive means by which Florida Counsel may seek payment of fees by Settling Defendants in connection with the Action. The parties hereto acknowledge that the provisions for payment set forth herein are the entirety of Settling Defendants' obligations with respect to payment of attorneys' fees pursuant to section V of the Settlement Agreement. The State of Florida agrees that Settling Defendants have no obligation to pay attorneys' fees pursuant to section V of the Settlement Agreement with respect to any counsel other than Participating Florida Counsel and that Settling Defendants have no other obligation to pay fees or otherwise compensate Florida Counsel, any other counsel or representative of the State of Florida or the State of Florida itself with respect to attorneys' fees in connection with the Action.

(b) Each Participating Florida Counsel hereby irrevocably releases Settling Defendants and their respective present and former parents, subsidiaries, divisions, affiliates, officers, directors, employees, representatives, insurers, agents and attorneys (as well as the predecessors, heirs, executors, administrators, successors and assigns of each of the foregoing) from any and all claims that such counsel ever had, now has or hereafter can, shall or may have in any way related to the Action (including but not limited to any negotiations related to the settlement of the Action). The foregoing shall not be construed as a release of any person or entity as to any of the obligations undertaken in this Agreement in connection with a breach thereof.

(c) Each Participating Florida Counsel hereby irrevocably releases all of the State of Florida's present and former salaried employees, officials and officers, elected representatives, in-house attorneys and agents, special assistant attorneys general and each other Participating Florida Counsel (as well as the

predecessors, heirs, executors, administrators, successors and assigns of each of the foregoing) from any and all claims for personal liability that such counsel ever had, now has or hereafter can, shall or may have in any way related to the Action (including but not limited to any negotiations related to the settlement of the Action). The foregoing shall not be construed as a release of any person or entity as to any of the obligations undertaken in this Agreement in connection with a breach thereof.

(d) This Agreement shall become effective upon (i) its execution by (A) the authorized representatives of each Settling Defendant, (B) the Attorney General and the Governor on behalf of the State of Florida and (C) the authorized representatives of at least eight of those Florida Counsel identified as Contract Counsel by the Governor pursuant to section 24 hereof, or such lesser number of such counsel as Settling Defendants (in their sole discretion) deem sufficient and (ii) the expiration of three business days after its presentation for signature to each Contract Counsel (the first date upon which all such conditions shall have been satisfied being the "Effective Date").

SECTION 4. No Effect on Certain Florida Counsel's Contingent-Fee Contract.

The State of Florida has entered into a contingent-fee contract (the "Contract") with certain Florida Counsel ("Contract Counsel"). The rights and obligations, if any, of Contract Counsel that are parties hereto ("Participating Contract Counsel") and the State of Florida under the Contract shall not be affected by this Agreement, except that any payments received by Participating Contract Counsel pursuant to this Agreement shall be credited against any amounts that may be due to such Contract Counsel from the State of Florida under the Contract. The State of Florida's execution of this Agreement shall not be deemed a waiver of any defense to any claim under the Contract, including without limitation any defense that the Contract is void ab initio, that payments under the Contract are subject to prior legislative appropriation, that claims under the Contract are subject to sovereign immunity, that any proposed application of the Contract is invalid, that the Contract is subject to a subsequent novation or that Contract Counsel must act collectively under the Contract.

SECTION 5. Composition of the Panel.

(a) The first and the second members of the Panel shall both be permanent members of the Panel and, as such, will participate in the determination of all Fee Awards. The third Panel member shall not be a permanent Panel member, but instead shall be a state-specific member selected to determine Fee Awards on behalf of Private Counsel retained in connection with

litigation within a single state. Accordingly, the third, state-specific member of the Panel for purposes of determining Fee Awards with respect to litigation in the State of Florida shall not participate in any determination as to any Fee Award with respect to litigation in any other state (unless selected to participate in such determinations by such persons as may be authorized to make such selections under other agreements).

(b) The members of the Panel shall be selected as follows:

(i) The first member shall be a natural person selected by Participating Defendants, who shall advise Participating Florida Counsel of the name of the person selected by October 8, 1998.

(ii) The second member shall be a natural person selected by agreement of Participating Defendants and a majority of the members of a committee composed of the following members: Joseph F. Rice, Richard F. Scruggs, Steven W. Berman, Walter Umphrey, two representatives of the Castano Plaintiffs' Legal Committee and, at the option of Participating Defendants, one additional representative to serve on behalf of counsel for any one or more states that, subsequent to the date hereof, enter into settlement agreements with Participating Defendants that provide for payment of such states' Private Counsel pursuant to an arbitrated award of fees; such second member shall be selected by October 1, 1998.

(iii) The third, state-specific member for purposes of determining Fee Awards with respect to litigation in the State of Florida shall be a natural person selected by Participating Contract Counsel, who shall notify Settling Defendants of the name of the person selected by October 15, 1998.

SECTION 6. Commencement of Panel Proceedings.

No application for a Fee Award shall be presented to the Panel or any Panel member until November 3, 1998. The Panel shall consider and render decisions on applications for Fee Awards in the order in which they are submitted or pursuant to notice by counsel having priority that they have ceded their place to others. In the event that more than one application for a Fee Award is submitted on the same date, the Panel shall consider and render decisions on such applications in the order in which their respective cases were settled. Counsel may seek permission from the Panel to make combined presentations of aspects of their respective applications. Settling Defendants shall not oppose any request to combine presentations of applications for Fee Awards in connection with the

Action, the lawsuit In re Mike Moore, Attorney General, ex rel. State of Mississippi Tobacco Litig., No. 94-1429 (Miss. Ch. Ct., Jackson County), or the lawsuit State of Texas v. American Tobacco Co., No. 5-96CV-91 (E.D. Tex. filed Mar. 28, 1996).

SECTION 7. Costs of Arbitration.

All costs and expenses of the arbitration proceedings held by the Panel, including compensation of Panel members (but not including any costs, expenses or compensation of counsel making applications to the Panel), shall be borne by Settling Defendants in proportion to their respective Market Shares.

SECTION 8. Application on Behalf of Contract Counsel.

Participating Contract Counsel shall make a collective written application to the Panel for a single Fee Award on behalf of all Contract Counsel (the "Contract Counsel Award") on November 3, 1998. All interested persons, including persons not parties hereto, may submit to the Panel any information that they wish; but interested persons not parties hereto may submit only written materials. The Panel shall consider all such submissions by any party hereto and may consider any such materials submitted by other interested persons. All written submissions relating to applications for a Fee Award in connection with the Action shall be served on all parties hereto by November 13, 1998. Presentations to the Panel shall, to the extent possible, be based on affidavit or video presentation rather than live testimony. The Panel shall preserve the confidentiality of any attorney work-product materials or other similar confidential information that may be submitted. Settling Defendants will not take any position adverse to the amount of the Fee Award requested by Participating Contract Counsel, nor will they or their representatives express any opinion (even upon request) as to the appropriateness or inappropriateness of the amount of any proposed Contract Counsel Award. The undersigned outside counsel for Settling Defendants Philip Morris Incorporated and R.J. Reynolds Tobacco Company will appear, if requested, to provide information as to the nature and efficacy of the work of Contract Counsel and to advise the Panel that they support a Contract Counsel Award of full reasonable compensation under the circumstances.

SECTION 9. Award of Fees to Contract Counsel.

The members of the Panel will consider all relevant information submitted to them in reaching a decision as to a Fee Award that fairly provides for full reasonable compensation of Contract Counsel for their representation of the State of Florida in connection with the Action. The Panel shall determine and report

the amount of the Contract Counsel Award for all Contract Counsel collectively no later than December 10, 1998. Given the significance and uniqueness of the Action, the Panel shall not be limited to an hourly-rate or lodestar analysis in determining the amount of the Contract Counsel Award, but shall take into account the totality of the circumstances. In considering the amount of the Contract Counsel Award, the Panel shall not consider Fee Awards that already have been or yet may be awarded in connection with any other Tobacco Cases. The Panel's decisions as to Fee Awards shall be in writing and shall report the amount of the fee awarded (with or without explanation or opinion, at the Panel's discretion).

SECTION 10. Application of Other Participating Florida Counsel, If Any.

Participating Florida Counsel other than Contract Counsel ("Other Participating Florida Counsel"), if any, may submit applications for Fee Awards separate from Participating Contract Counsel. The procedures, schedule and process with respect to any such application on behalf of any such Other Participating Florida Counsel shall be the same as the procedures, schedule and process set forth in sections 6, 7, 8 and 9 hereof with respect to the fee application on behalf of Contract Counsel, except that Settling Defendants shall be in no way constrained from contesting any Other Participating Florida Counsel's entitlement to receive a Fee Award or the amount of any Fee Award requested on behalf of any such counsel. Any Other Participating Florida Counsel that does not submit an application for a Fee Award on or before November 3, 1998 shall have thereby irrevocably waived any opportunity for payment of attorneys' fees pursuant to this Agreement.

SECTION 11. Allocations Among Participating Contract Counsel.

(a) All payments (including advances) made by Settling Defendants with respect to the Contract Counsel Award pursuant to this Agreement ("Contract Counsel Payments") shall be subject to reduction as provided in section 12 hereof and shall be paid in the first instance to C. David Fonvielle, Esq. (or such other person designated in writing by Participating Contract Counsel), on behalf of Participating Contract Counsel. Any Contract Counsel that is a Participating Contract Counsel as of five business days prior to the date of any Contract Counsel Payment shall be entitled to receive a percentage share of such payment ("Payment Share") equal to the proportion of (i) the percentage of any fee recovery allocated to such Participating Contract Counsel under the terms of the fee-sharing agreement among Contract Counsel (or any written amendment thereto) (such percentage being such Contract Counsel's "Fee Percentage") to
(ii) the sum of the Fee Percentages of all Participating Contract Counsel. Settling

Defendants and the State of Florida shall have no obligation, responsibility or liability with respect to the allocation among Participating Contract Counsel, or with respect to any claim of misallocation, of any amounts of any Contract Counsel Payment. Any Contract Counsel not a party hereto as of five days prior to the date of any Contract Counsel Payment ("Non-Participating Contract Counsel") shall not be entitled to share in such payment.

(b) P. Tim Howard and Howard & Associates (collectively, "Howard") have claimed entitlement to attorneys' fees on a contingent-fee basis under the Contract, which claim has been contested by certain Contract Counsel and the State of Florida. In order to protect Howard's interest (if any) in any Contract Counsel Payment, the parties hereto agree as follows:

(i) Until such time as either (A) all of the conditions described in paragraph (ii) of this subsection have been satisfied or (B) any one or more of the conditions described in paragraph (iii) of this subsection have been satisfied, Howard shall be assigned a Payment Share of any Contract Counsel Payment(s), such share(s) to be held in escrow by C. David Fonvielle, Esq. (the "Howard Escrow Share"). The Fee Percentage used to determine any Payment Share(s) assigned to Howard for purposes of this paragraph shall be equal to 8.33%.

(ii) In the event that (A) Howard is conclusively determined to be entitled to attorneys' fees on a contingent-fee basis under the Contract by the court of last resort to which such question may be presented; and (B) prior to December 15, 1998, Howard has both consented to payment of attorneys' fees pursuant to the terms of this Agreement and granted releases identical to the releases granted by Participating Florida Counsel pursuant to section 3 hereof; and (C) prior to December 15, 1998, the State of Florida has consented in writing to payment of attorneys' fees to Howard pursuant to the terms of this Agreement, then: (1) Howard shall be treated as Participating Contract Counsel for purposes of this Agreement; and (2) on the date upon which all of the conditions described above in this paragraph shall have been satisfied, Howard shall be entitled to receive from the Howard Escrow Share an amount equal to the Payment Share of any Contract Counsel Payment(s) made prior to such date that Howard would be entitled to receive pursuant to subsection (a) of this section in light of Howard's actual Fee Percentage determined by such court ("Howard's Actual Payment Share"). If Howard's Actual Payment Share is less than the Howard Escrow Share, each Participating Contract Counsel (other than Howard) shall be entitled to receive a percentage of the difference between the amount of Howard's Escrow Share and

Howard's Actual Payment Share equal to its respective Fee Percentage, with the remainder, if any, to be returned to Settling Defendants in proportion to their respective contributions toward such amount. If Howard's Actual Payment Share is greater than the Howard Escrow Share, Participating Contract Counsel (other than Howard) shall be obligated to pay to Howard an amount sufficient to ensure that Howard receives Howard's Actual Payment Share.

(iii) In the event that (A) Howard is conclusively determined not to be entitled to attorneys' fees on a contingent-fee basis under the Contract by the court of last resort to which such question may be presented; or (B) as of close of business on December 14, 1998, Howard has not both consented to payment of attorneys' fees pursuant to the terms of this Agreement and granted releases identical to the releases granted by Participating Florida Counsel pursuant to section 3 hereof; or (C) as of close of business on December 14, 1998, the State of Florida has not consented in writing to payment of attorneys' fees to Howard pursuant to the terms of this Agreement, then: (1) Howard shall not be treated as Participating Contract Counsel or Participating Florida Counsel for purposes of the payment provisions of this Agreement and shall not be entitled to receive any part of the Howard Escrow Share; and (2) on the date upon which any one or more of the conditions described above in this paragraph shall have been satisfied, each Participating Contract Counsel shall be entitled to receive a percentage of the amount of the Howard Escrow Share equal to its respective Fee Percentage, with the remainder, if any, to be returned to Settling Defendants in proportion to their respective contributions toward such amount.

(c) Each Participating Contract Counsel hereby irrevocably agrees to indemnify and hold harmless Settling Defendants and the State of Florida, up to any amounts allocable to such Participating Contract Counsel pursuant to this Agreement, for any and all losses (including costs and attorneys' fees) they may at any time incur as a result of any claim (i) by Howard relating to attorneys' fees (other than a claim for payment of attorneys' fees by Settling Defendants pursuant to the terms of this Agreement); (ii) by any private counsel party to the Contract for alleged damages or other losses as a result of the allocation of any Contract Counsel Payment in accordance with the certification described in section 12(a) hereof; or (iii) by any party to any referral agreement or other compensation arrangement entered with such Participating Contract Counsel in connection with, or otherwise relating to, the Action.

SECTION 12. Participation by Fewer than All Contract Counsel.

In the event that fewer than all Contract Counsel are Participating Contract Counsel as of five business days prior to the date of any Contract Counsel Payment:

(a) The Fee Percentage of each Non-Participating Contract Counsel shall be certified to Settling Defendants in writing by Participating Contract Counsel, at least four business days prior to the date of the Contract Counsel Payment. Settling Defendants and the State of Florida shall have no obligation, responsibility or liability with respect to any such certification.

(b) The amount of the Contract Counsel Payment shall be reduced by a percentage equal to the sum of the Fee Percentages of Non-Participating Contract Counsel provided to Settling Defendants pursuant to subsection (a) of this section. Settling Defendants and the State of Florida shall have no obligation, responsibility or liability with respect to the amount of any such reduction. The amount of any reduction in the amount of any Contract Counsel Payment made pursuant to this subsection shall be retained by Settling Defendants.

(c) In the event that (i) the State of Florida pays attorneys' fees in connection with the Action to any Non-Participating Contract Counsel and (ii) Settling Defendants have been released by such Non-Participating Contract Counsel to the extent provided in section 3 hereof or the State's payment of attorneys' fees is pursuant to a non-consensual final judgment against the State (as to which all appeals have been exhausted) and such judgment has resolved and satisfied all asserted and potential claims of such Non-Participating Contract Counsel for compensation pursuant to the Contract or otherwise in connection with the Action (including any claims against Settling Defendants, without any liability on the part of Settling Defendants, or any of them), the State of Florida shall be entitled to receive from Settling Defendants the amount of any reduction pursuant to subsection (b) of this section in the amount of any Contract Counsel Payment as a result of such counsel's being a Non-Participating Contract Counsel, up to the amount actually paid to such Non-Participating Contract Counsel by the State of Florida.

SECTION 13. Advance on Payment of Fees.

Within five business days of the Effective Date, each Settling Defendant shall severally pay to Contract Counsel, pro rata in proportion to its Market Share indicated on Schedule A hereto and subject to reduction pursuant to section 12 hereof, its respective share of $100 million, as an advance against later Contract

Counsel Payments to be credited as provided in section 19 hereof. The Attorney General, on behalf of the State of Florida, hereby represents and warrants that the advance to be paid by Settling Defendants pursuant to this section and all other payments by Settling Defendants described in this Agreement are not funds of the State of Florida and are not subject to appropriation by the State of Florida pursuant to 1998 Fla. Sess. Law Serv. Ch. 98-63 (C.S.S.B. 1270) (West) and that Settling Defendants are under no obligation to pay such advance or payments to the State of Florida. Settling Defendants' obligations with respect to payment of such advance and all other payments described in this Agreement are expressly conditioned upon the continuing accuracy of the foregoing representation and warranty of the Attorney General.

SECTION 14. Waiver of Fee Payments.

Any Participating Contract Counsel that at any time waives, abandons or otherwise relinquishes its right to payment of attorneys' fees pursuant to this Agreement ("Waiving Counsel") shall not be entitled to payment of attorneys' fees pursuant to this Agreement under any circumstances. Each Waiving Counsel shall be treated for purposes of the payment provisions of this Agreement as NonParticipating Contract Counsel and not as Participating Contract Counsel (notwithstanding its being a signatory hereto).

SECTION 15. Annual Amount for 1997; Allocation.

(a) For 1997, Settling Defendants shall pay, subject to reduction pursuant to section 12 hereof and in the manner described in section 17 hereof, the unsatisfied amount of the Fee Award (without regard to the advance described in section 13 hereof) (the "Unpaid Fees") of Florida Counsel, and those Participating Defendants so obligated shall make payments with respect to the Unpaid Fees of Private Counsel retained in connection with the lawsuits In re Mike Moore, Attorney General, ex rel. State of Mississippi Tobacco Litig., No. 94-1429 (Miss. Ch. Ct., Jackson County), and Mangini v. R.J. Reynolds Tobacco Co., No. 939359 (Cal. Super. Ct., San Francisco County), in an amount not to exceed $250 million for all payments described in this subsection.

(b) In the event that the sum of the Unpaid Fees of those Private Counsel identified in subsection (a) of this section exceeds $250 million, such amount shall be allocated among the payments to be made with respect to such Private Counsel in proportion to the amount of their respective Unpaid Fees (the amount so allocated with respect to the Unpaid Fees of each such Private Counsel being such counsel's "Allocable Share" for 1997).

SECTION 16. Annual Amount for 1998; Allocation.

(a) For 1998, Settling Defendants shall pay, subject to reduction pursuant to section 12 hereof and in the manner described in section 17 hereof, the Unpaid Fees of Florida Counsel, and those Participating Defendants so obligated shall make payments with respect to the Unpaid Fees of all other Private Counsel, in an amount not to exceed $500 million for all such payments described in this subsection.

(b) The amount payable by Settling Defendants with respect to each Fee Award for 1998 shall be determined as follows: The $500 million annual cap for 1998 shall be allocated equally among each month of the year. Except as provided in section 17(b) hereof, each monthly amount shall be allocated to those Private Counsel retained in connection with Tobacco Cases settled by Participating Defendants or resolved by Federal Legislation before or during such month, up to the amounts of their respective Unpaid Fees (such counsel being "Eligible Counsel" with respect to such monthly amount). In the event that the monthly amount is less than the sum of Eligible Counsel's Unpaid Fees, the monthly amount shall be allocated to Eligible Counsel in proportion to the amounts of their respective Unpaid Fees (the amount so allocated to each Eligible Counsel for a given month being such counsel's Allocable Share for such month, and the sum of each Private Counsel's Allocable Shares for each month being such counsel's Allocable Share for 1998).

(c) Settling Defendants represent that, as of the date of this Agreement, the only Tobacco Cases (other than the Action) that have been settled by Participating Defendants on terms that allow for Private Counsel retained in connection with such cases to seek a Fee Award from the Panel are In re Mike Moore, Attorney General, ex rel. State of Mississippi Tobacco Litig., No. 94-1429 (Miss. Ch. Ct., Jackson County), State of Texas v. American Tobacco Co., No. 5- 96CV-91 (E.D. Tex.), and Mangini v. R.J. Reynolds Tobacco Co., No. 939359 (Cal. Super. Ct., San Francisco County). In addition, Private Counsel retained in connection with Mangini v. Brown & Williamson Tobacco Corp., No. 993893 (Cal. Super. Ct., San Francisco County), may under the terms of the settlement in that action "apply to participate in any national, reasonable, 'public benefit' fee award or arbitration process created by a 'national settlement' or 'Congressional Resolution.'"

SECTION 17. Payments with Respect to Annual Amounts for 1997 and 1998.

(a) On or before December 21, 1998, each Settling Defendant shall severally pay, pro rata in proportion to its Market Share and subject to reduction

pursuant to section 12 hereof, its share of an initial fee payment with respect to the Contract Counsel Award and the Fee Awards, if any, on behalf of Other Participating Florida Counsel (the "Initial Florida Fee Payment"), which shall include:

(i) Florida Counsel's Allocable Share for 1997 as provided in section 15 hereof or, in the event that the Panel has not rendered Fee Awards with respect to all Private Counsel described in section 15(a) hereof as of December 10, 1998, Settling Defendants' reasonable estimation of Florida Counsel's Allocable Share for 1997; and

(ii) Florida Counsel's Allocable Share for 1998 as provided in section 16 hereof for each month of 1998 except those with respect to which Florida Counsel's Allocable Share could not be determined as of December 10, 1998, as a result of there being other Eligible Counsel that, as of such date, had not yet been granted or denied a Fee Award by the Panel (either because such counsel's application for a Fee Award was still under consideration by the Panel or for any other reason).

(b) On January 15, 1999, each Settling Defendant shall severally pay, pro rata in proportion to its Market Share and subject to reduction pursuant to section 12 hereof, its share of Florida Counsel's Allocable Share for those months of 1998 not included in the Initial Florida Fee Payment. Florida Counsel's Allocable Share for any such month shall be based on an allocation of the monthly amount among Eligible Counsel having Fee Awards as of December 31, 1998, without regard to whether there may be other Eligible Counsel that have not been granted or denied a Fee Award by the Panel as of such date.

(c) In the event that Settling Defendants pay an estimation of Florida Counsel's Allocable Share for 1997, as provided in subsection (a)(i) of this section, subsequent payments pursuant to this Agreement shall be adjusted to ensure that Florida Counsel receive their actual Allocable Share for 1997.

(d) Notwithstanding any provision of this Agreement, individual Florida Counsel Scruggs, Millette, Bozeman & Dent, P.A. ("Scruggs, Millette") and Ness, Motley, Loadholt, Richardson & Poole ("Ness, Motley") agree to defer payment of the amounts of their respective Payments Shares of the Contract Counsel Payment due from Settling Defendant R.J. Reynolds Tobacco Company ("Reynolds") on December 21, 1998 insofar as necessary for the sum of all deferred amounts of any payments by Reynolds in 1998 with respect to Fee Awards to equal $62 million. Under no circumstances shall this subsection require any increase in any payment to be made by any other Settling Defendant.

On January 5, 1999, Reynolds shall pay to Scruggs, Millette and Ness, Motley the amount, if any, of their respective Payment Shares of the Initial Florida Fee Payment deferred pursuant to this subsection.

SECTION 18. Quarterly Amounts for 1999 and Subsequent Years; Allocation.

Within 10 business days after the end of each calendar quarter beginning with the first calendar quarter of 1999, Settling Defendants shall pay, in the manner provided in subsection (d) of this section, the Unpaid Fees of Florida Counsel, and those Participating Defendants so obligated shall make payments with respect to the Unpaid Fees of all other Private Counsel, in an amount not to exceed $125 million for all such payments, as follows:

(a) In the event that Federal Legislation has been enacted by the end of the calendar quarter with respect to which such quarterly payment is being made (the "Applicable Quarter"):

(i) the quarterly amount shall be allocated among Private Counsel, up to the amount of their respective Unpaid Fees. Each Private Counsel shall be allocated an amount of each quarterly payment for the calendar year up to (or, in the event that the sum of such Private Counsel's Unpaid Fees exceeds the quarterly amount, in proportion to) the amount of such Private Counsel's Unpaid Fees. Each quarterly payment shall be allocated among Private Counsel having Unpaid Fees, without regard to whether there are other Private Counsel that have not yet been granted or denied a Fee Award by the Panel as of the end of the Applicable Quarter. Subsequent quarterly payments shall be adjusted, if necessary, to account for Private Counsel that are granted Fee Awards in a subsequent quarter of the calendar year, as provided in paragraph (ii)(B) of this subsection.

(ii) In the event that a quarterly payment for the calendar year is less than the sum of all Private Counsel's Unpaid Fees:

(A) in the case of the first such quarterly payment, the quarterly amount shall be allocated among Private Counsel in proportion to the amounts of their respective Unpaid Fees.

(B) in the case of a quarterly payment after the first quarterly payment that is less than the sum of all such Unpaid Fees, the quarterly amount shall be allocated only to those Private Counsel, if any, that were not paid a proportionate share of all prior quarterly payments for the calendar year (either because such

Private Counsel's applications for Fee Awards were still under consideration as of the end of the calendar quarters with respect to which such quarterly payments were made or for any other reason), until each such Private Counsel has been allocated a proportionate share of all prior quarterly payments (each such share of each such Private Counsel being a "Payable Proportionate Share"). In the event that the sum of all Payable Proportionate Shares exceeds the amount of the quarterly payment, such payment shall be allocated among such Private Counsel in proportion to the amounts of their respective Unpaid Fees (without regard to whether there are other Private Counsel that have not yet been granted or denied a Fee Award by the Panel as of the end of the Applicable Quarter). In the event that the sum of all Payable Proportionate Shares is less than the amount of the quarterly payment, the amount by which the quarterly payment exceeds the sum of all such shares shall be allocated among Private Counsel up to (or, in the event that the sum of such Private Counsel's Unpaid Fees exceeds such amount, in proportion to) the amount of such Private Counsel's Unpaid Fees.

(b) In the event that Federal Legislation has not been enacted by the end of the Applicable Quarter:

(i) the quarterly amount shall be allocated equally among each of the three months of the calendar quarter. The amount for each such month shall be allocated among those Private Counsel retained in connection with Tobacco Cases settled before or during such month (such Private Counsel being "Eligible Counsel" with respect to such monthly amount), each of whom shall be allocated a portion of each such monthly amount up to (or, in the event that the sum of Eligible Counsel's respective Unpaid Fees exceeds such monthly amount, in proportion to) the amount of such Eligible Counsel's Unpaid Fees. The monthly amount for each month of the calendar quarter shall be allocated among Eligible Counsel having Unpaid Fees, without regard to whether there may be Eligible Counsel that have not yet been granted or denied a Fee Award by the Panel as of the end of the Applicable Quarter. Subsequent quarterly payments shall be adjusted, as necessary, to account for Eligible Counsel that are granted Fee Awards in a subsequent quarter of the calendar year, as provided in paragraph (ii)(B) of this subsection.

(ii) In the event that the amount for a given month is less than the sum of all Eligible Counsel's Unpaid Fees:

(A) in the case of a first quarterly payment, such monthly amount shall be allocated among Eligible Counsel for such month in proportion to the amount of their respective Unpaid Fees.

(B) in the case of a quarterly payment after the first quarterly payment, the quarterly amount shall be allocated among only those Private Counsel, if any, that were Eligible Counsel with respect to any monthly amount paid in a prior quarter of the calendar year but were not allocated a proportionate share of such monthly amount (either because such counsel's applications for Fee Awards were still under consideration as of the end of the calendar quarter containing the month in question or for any other reason), until each such Eligible Counsel has been allocated a proportionate share of all such prior monthly payments for the calendar year (each such share of each such Private Counsel being a "Payable Proportionate Share"). In the event that the sum of all Payable Proportionate Shares exceeds the amount of the quarterly payment, the quarterly payment shall be allocated among Eligible Counsel in proportion to the amounts of their respective Unpaid Fees (without regard to whether there may be other Eligible Counsel with respect to such prior monthly amounts that have not yet been granted or denied a Fee Award by the Panel as of the end of the Applicable Quarter). In the event that the sum of all Payable Proportionate Shares is less than the amount of the quarterly payment, the amount by which the quarterly payment exceeds the sum of all such shares shall be allocated among each of the three months of the calendar quarter, and the amount for each month shall be allocated among each Eligible Counsel with respect to such monthly amount up to (or, in the event that the sum of Eligible Counsel's Unpaid Fees exceeds such monthly amount, in proportion to) the amount of such Eligible Counsel's Unpaid Fees.

(c) Adjustments pursuant to paragraphs (a)(ii)(B) and (b)(ii)(B) of this section shall be made separately for each calendar year. No amounts paid in any calendar year shall be subject to refund, nor shall any payment in any given calendar year affect the allocation of payments to be made in any subsequent calendar year.

(d) Each Settling Defendant shall severally pay, pro rata in proportion to its respective Market Share and subject to reduction pursuant to section 12 hereof,

its share of the amounts, if any, allocated to Florida Counsel pursuant to this section.

SECTION 19. Credits and Limitations.

Notwithstanding any other provision of this Agreement:

(a) The advance against future Contract Counsel Payments described in section 13 hereof shall be credited against and shall reduce subsequent Contract Counsel Payments, beginning with the first quarterly payment for 1999 pursuant to section 18 hereof, in an amount equal to 50% of the Contract Counsel Payment in question, until the advance paid by Settling Defendants is fully credited; provided, however, that the sum of all such credits applied in any calendar year with respect to the advance to Participating Contract Counsel described in section 13 hereof shall not exceed $50 million. The amount of any credit made against any such Contract Counsel Payment shall be counted in computing the annual and quarterly aggregate national caps on all payments made with respect to Private Counsel, in the amount of the credit applied to any such Contract Counsel Payment in any quarterly or annual period. All credits against Contract Counsel Payments pursuant to this subsection shall be allocated among Settling Defendants in proportion to their respective contributions toward the amounts of the advance described in section 13 hereof.

(b) Under no circumstances shall Settling Defendants be required to make payments that would result in aggregate national payments and credits by Participating Defendants with respect to Fee Awards:

(i) for 1997, totaling more than $250 million;

(ii) during 1998, totaling more than $500 million, except insofar as payments under the separate $250 million cap for 1997 are made in 1998 pursuant to section 17 hereof, and except insofar as advances are made in 1998 against payments due in years after 1998;

(iii) during any year beginning with 1999, totaling more than $500 million, excluding payments with respect to any Private Counsel's Allocable Shares for 1998 that are paid in 1999; and

(iv) during any calendar quarter beginning with the first calendar quarter of 1999, totaling more than $125 million, excluding payments with respect to any Private Counsel's Allocable Shares for 1998 that are paid in

1999 and except to the extent that payments and credits with respect to any prior quarter of the calendar year did not total $125 million.

(c) Under no circumstances shall the sum of all Contract Counsel Payments (including the advance described in section 13 hereof) exceed the amount of the Contract Counsel Award.

(d) Under no circumstances shall Settling Defendants be required to make any Contract Counsel Payment until the fourth business day following the receipt by Settling Defendants of the certification described in section 12(a) hereof.

(e) Payments with respect to Fee Awards on behalf of Florida Counsel shall be made exclusively as provided by the terms of this Agreement, and notwithstanding any other provision of law, such Fee Awards shall not be entered as or reduced to a judgment against Settling Defendants or considered as a basis for requiring a bond or imposing a lien or any other encumbrance.

SECTION 20. Contribution to National Legislation.

If Federal Legislation is enacted that implements the Proposed Resolution, a three-member national panel including the two permanent members of the Panel shall consider any application for Fee Awards on behalf of Private Counsel for contributions made toward the enactment of such Federal Legislation, along with all applications for Fee Awards for professional fees by any other persons who claim to have made similar contributions (other than attorneys or agents of Participating Defendants). No person shall make more than one application for a Fee Award in connection with any such contributions toward enactment of such Federal Legislation. All payments with respect to such Fee Awards, if any, shall be paid on the payment schedule and subject to, and counted in computing, the annual and quarterly national caps described in sections 16, 17, 18 and 19 hereof.

SECTION 21. Payments on Market Share Basis.

All payments due hereunder shall be paid by Settling Defendants pro rata in proportion to their respective Market Shares as provided herein, and each Settling Defendant shall be severally liable for its share of all such payments. Due to the particular corporate structures of Settling Defendants R.J. Reynolds Tobacco Company ("Reynolds") and Brown & Williamson Tobacco Corporation ("Brown & Williamson") with respect to their non-domestic tobacco operations, Settling Defendants Reynolds and Brown & Williamson shall be severally liable for their respective shares of each payment due pursuant to this Agreement up to

(and their liability hereunder shall not exceed) the full extent of their assets used in, and earnings and revenues derived from, their manufacture and sale in the United States of Tobacco Products intended for domestic consumption, and no recourse shall be had against any of their other assets or earnings to satisfy such obligations. Under no circumstances shall any such payment or portion thereof become the joint obligation of Settling Defendants or the obligation of any party other than the Settling Defendant from which such payment is originally due, nor shall any Settling Defendant be required to pay a portion of any such payment greater than its respective Market Share. With respect to payment of the advance described in section 13 hereof and the amount for 1997 described in section 15 hereof, the Market Share of each Settling Defendant shall be as provided in Schedule A hereto. With respect to the amount for 1998 described in section 16 hereof, the Market Share of each Settling Defendant shall be its respective share pursuant to Appendix A hereto for 1998. With respect to all other payments pursuant to this Agreement, each Settling Defendant's Market Share shall be its respective share pursuant to Appendix A hereto for the 12 month period ending on the last day of the calendar quarter immediately preceding the calendar quarter with respect to which such payment is made.

SECTION 22. Determination of Market Share.

In the event of a disagreement between or among any Settling Defendants as to their respective shares of any payment pursuant to this Agreement (except payments for which each Settling Defendant's Market Share is expressly provided herein), each Settling Defendant shall pay its undisputed share of such payment promptly, on or before the date on which such payment is due, and shall within 21 days submit copies of its audited reports of shipments of Tobacco Products provided to the U.S. Securities and Exchange Commission ("SEC") for the period in question (or, in the case of any Settling Defendant that does not provide such reports to the SEC, audited reports of shipments containing the same shipment information as contained in the reports provided to the SEC) ("Shipment Reports") to a third party to be selected by agreement of Settling Defendants (the "Third Party"), who shall within three business days determine the Market Share of each Settling Defendant. The decision of the Third Party shall be final and non-appealable, and shall be communicated by facsimile to each party hereto. Each Settling Defendant shall, within two business days of receipt of the Third Party's decision, pay Florida Counsel or such other Settling Defendant, as appropriate, the difference, if any, between (1) the amount that such Settling Defendant has already paid with respect to the payment in question and (2) the amount of the payment in question that corresponds to such Settling Defendant's Market Share as determined by the Third Party, together with interest accrued from the original date on which the payment in question was due, at the prime rate

as published in the Wall Street Journal on the latest publication date on or before the original date on which the payment in question was due plus 3%. In the event of any disagreement by or among Settling Defendants as to their respective shares of the Initial Florida Fee Payment due on December 21, 1998 pursuant to section 17 hereof, the procedures for resolving such disagreement shall be as described in this section, except that each Settling Defendants shall not be required to provide its Shipment Reports to the Third Party until January 21, 1999.

SECTION 23. Limited Waiver as to Other Terms.

In consideration of Settling Defendants' agreement to the terms hereof, each Participating Florida Counsel hereby covenants and agrees that it will not argue in any forum (other than in proceedings before the Panel relating to their Fee Award application) that the arrangements made in connection with the Texas Settlement, the Mississippi Settlement or the Minnesota Settlement for payment of fees to private counsel for the States of Texas, Mississippi or Minnesota give rise to any claim or entitlement on the part of Florida Counsel (or any other person) in connection with this Action.

SECTION 24. State's Identification of Florida Counsel.

The Governor, on behalf of the State of Florida, hereby represents and warrants that Schedule B hereto identifies all Florida Counsel, including all Contract Counsel.

SECTION 25. Intended Beneficiaries.

No part of this Agreement creates any rights on the part of, or is enforceable by, any person or entity that is not a party hereto or a person covered by the releases described in section 3 hereof. Nor shall any part of this Agreement bind any non-party or determine, limit or prejudice the rights of any such person or entity.

SECTION 26. Definitions.

Terms used herein that are defined in the Settlement Agreement or the Stipulation of Amendment are, unless otherwise defined herein, used in this Agreement as defined in the Settlement Agreement or the Stipulation of Amendment, as applicable.

SECTION 27. Representations of Parties.

The parties hereto hereby represent that this Agreement has been duly authorized and, upon execution, will constitute a valid and binding contractual obligation, enforceable in accordance with its terms, of each of the parties hereto.

SECTION 28. No Admission.

This Agreement is not intended to be and shall not in any event be construed as, or deemed to be, an admission or concession or evidence of any liability or wrongdoing whatsoever on the part of any party hereto or any person released pursuant to subsection (b) or (c) of section 3 hereof. Settling Defendants specifically disclaim and deny any liability or wrongdoing whatsoever with respect to the claims released under section 3 hereof and enter into this Agreement for the sole purposes of memorializing Settling Defendants' rights and obligations with respect to payment of attorneys' fees pursuant to the Settlement Agreement and avoiding the further expense, inconvenience, burden and uncertainty of litigation.

SECTION 29. Non-admissibility.

This Agreement having been undertaken by the parties hereto in good faith and for settlement purposes only, neither this Agreement nor any evidence of negotiations relating hereto shall be offered or received in evidence in any action or proceeding other than the Action or an action or proceeding arising under this Agreement.

SECTION 30. Amendment and Waiver.

This Agreement may be amended only by a written instrument executed by the Attorney General on behalf of the State of Florida, Settling Defendants and a majority of Participating Florida Counsel. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving party. The waiver by any party of any breach of this Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent or contemporaneous, of this Agreement.

SECTION 31. Notices.

All notices or other communications to any party hereto shall be in writing (including but not limited to telex, telecopy or similar writing) and shall be given to the respective parties hereto listed on Schedule C hereto at the addresses therein indicated. Any party hereto may change the name and address of the person

designated to receive notice on behalf of such party by notice given as provided in this section including an updated list conformed to Schedule C hereto.

SECTION 32. Governing Law.

This Agreement shall be governed by the laws of the State of Florida, without regard to the conflict of law rules of such State.

SECTION 33. Construction.

None of the parties hereto shall be considered to be the drafter of this Agreement or any provision hereof for the purpose of any statute, case law or rule of interpretation or construction that would or might cause any provision to be construed against the drafter hereof.

SECTION 34. Captions.

The captions of the sections of this Agreement are included for convenience of reference only and shall be ignored in the construction and interpretation hereof.

SECTION 35. Execution of Agreement.

This Agreement may be executed in counterparts. Facsimile or photocopied signatures shall be considered valid signatures for purposes of execution of this Agreement as of the date of their receipt by all parties hereto, although the original signature pages shall thereafter be appended to this Settlement Agreement. Subject to the written consent of the State of Florida, any Florida Counsel (as identified by the Governor pursuant to section 24 hereof) that is not a signatory hereto as of the date hereof may at any time prior to December 15, 1998 become a party hereto by serving upon all parties hereto a signed letter of agreement to the terms hereof. Any such person shall thereafter promptly execute this Agreement. Any Florida Counsel that is not a signatory hereto prior to December 15, 1998 shall have forfeited any opportunity to become a signatory hereto; provided, however, that notwithstanding any other provision of this Agreement, after December 15, 1998 any Florida Counsel may, subject to the written consent of Settling Defendants and the State of Florida, become a signatory hereto, and any such Florida Counsel so permitted to become a signatory hereto after December 15, 1998 shall be a Participating Florida Counsel for purposes of this Agreement.

SECTION 36. Court Orders.

(a) In the event that the Court does not enter an order amending the Court's April 16, 1998 Order Implementing Most Favored Nation Provision of Florida Settlement Agreement and Exhibit 1 thereto (including all other orders of the Court relating thereto) (the "April 16th Order") so as to conform it to the terms of this Agreement, or that any Court order so amending the April 16th Order is itself modified or set aside on appeal in a manner unacceptable to Settling Defendants, the parties hereto agree that the procedures, schedule and process described herein shall govern any arbitration proceedings pursuant to the April 16th Order (the "Alternative Arbitration"). Participating Florida Counsel hereby waive any claim they may have to any advances (or any portion thereof) to be paid by Settling Defendants or the State of Florida under the April 16th Order. In the event that any of the procedures or the schedule or the process described herein is not followed in connection with the Alternative Arbitration, Settling Defendants may elect (in their sole discretion) either:

(i) to pay attorneys' fees to Participating Florida Counsel solely in accordance with this Agreement, in which case each Participating Florida Counsel shall be deemed to have waived any claim it may have to amounts payable under the Alternative Arbitration, shall take all actions reasonably likely to prevent the Alternative Arbitration in favor of the procedures, schedule and process described herein and shall be obligated to take all actions as may be necessary to ensure that Settling Defendants are not liable for any amounts that might be allocable to such Participating Florida Counsel under such Alternative Arbitration (including, without limitation, returning any such amounts to Settling Defendants) and are not subject to any judgment or lien that might be available under such Alternative Arbitration; or

(ii) to pay attorneys' fees solely in accordance with the Alternative Arbitration, in which case (A) Settling Defendants shall no longer be obligated to perform any of their obligations under this Agreement not performed as of the date of Settling Defendants' election and (B) any payments made by Settling Defendants pursuant to this Agreement (including the advance paid pursuant to paragraph 13 hereof) shall be credited against any payments due to be paid by Settling Defendants to Participating Florida Counsel pursuant to the Alternative Arbitration.

SECTION 37. Entire Agreement of Parties.

This Agreement contains an entire, complete and integrated statement of each and every term, provision and condition with respect to payment of attorneys' fees by Settling Defendants in connection with the Action agreed to
(1) by and between Settling Defendants and the State of Florida and (2) by and among Settling Defendants, the State of Florida and Participating Florida Counsel.

IN WITNESS WHEREOF, the parties hereto, through their fully authorized representatives, have agreed to this Florida Fee Payment Agreement as of this the eleventh day of September, 1998.

STATE OF FLORIDA, acting by and through Lawton M. Chiles, Jr., its duly elected and authorized Governor, and Robert A. Butterworth, its duly elected and authorized Attorney General

Governor

Florida Fee Payment Agreement,
dated September 11, 1998

PHILIP MORRIS INCORPORATED

R.J. REYNOLDS TOBACCO COMPANY

Florida Fee Payment Agreement,
dated September 11, 1998

BROWN & WILLIAMSON TOBACCO
CORPORATION

LORILLARD TOBACCO COMPANY

Florida Fee Payment Agreement,
dated September 11, 1998

UNITED STATES TOBACCO COMPANY

Florida Fee Payment Agreement,
dated September 11, 1998

By:                                                 By:
   --------------------------------------              -------------------------------------------
   C. David Fonvielle                                  William C. Gentry
     for Fonvielle, Hinkle & Lewis, P.A.                 for Gentry, Phillips & Hodak, P.A.



By:                                                 By:
   --------------------------------------              -------------------------------------------
   Wayne Hogan                                         Robert G. Kerrigan
    for Brown, Terrell, Hogan, Ellis,                    for Kerrigan, Estess, Rankin & McLeod
        McClamma & Yegelwel, P.A.



By:                                                 By:
   --------------------------------------              -------------------------------------------
   Michael Maher                                       Robert Montgomery
    for Maher, Gibson & Guiley, P.A.                     for Montgomery & Larmoyeux



By:                                                 By:
   --------------------------------------              -------------------------------------------
   James H. Nance                                      Joseph F. Rice
     for Nance, Cacciatore, Sisserson,                  for Ness, Motley, Loadholt, Richardson &
         Duryea & Hamilton, P.A.                           Poole



By:                                                 By:
   --------------------------------------              -------------------------------------------
   Sheldon J. Schlesinger                              Richard F. Scruggs
     for Sheldon J. Schlesinger, P.A.                   for Scruggs, Millette, Bozeman & Dent, P.A.


By:
   --------------------------------------
    C. Steven Yerrid
     for Yerrid, Knopik & Krieger, P.A.

APPENDIX A

MARKET SHARE CALCULATION

The Market Share of each Settling Defendant for purposes of any payment required hereunder shall be equal to the proportion of (1) such Settling Defendant's Aggregate Sales Volume for the period in question to (2) the sum of all Settling Defendants' Aggregate Sales Volumes for the period in question. For purposes of the foregoing:

(a) Each Settling Defendant's Aggregate Sales Volume shall be the sum of such Settling Defendant's Sales Volumes with respect to each type of Tobacco Product referenced in paragraph (c) of this Appendix.

(b) Each Settling Defendant's Sales Volume with respect to each type of Tobacco Product referenced in paragraph (c) of this Appendix shall be the number of Units of such type of Tobacco Product sold within the United States by such Settling Defendant during the period in question, as measured by such Settling Defendant's applicable Shipment Reports.

(c) A Unit of Tobacco Product means:

(1) one Cigarette;

(2) .12 ounces of Moist Snuff;

(3) .3 ounces of Loose Leaf, Plug, Twist, Roll or other form of chewing tobacco;

(4) .25 ounces of Dry Snuff; and

(5) .16 ounces of Loose Leaf tobacco suitable for user preparation of cigarettes.

Settling Defendant                                                  Percentage
------------------                                                  ----------
Philip Morris Incorporated ............................................49.26

R.J. Reynolds Tobacco Company..........................................24.49

Brown & Williamson Tobacco Corp........................................16.20

Lorillard Tobacco Company...............................................8.77

United States Tobacco Company...........................................1.28
                                                                      ------

TOTAL                                                                 100.00

SCHEDULE B

DESIGNATION of FLORIDA COUNSEL
by the Governor

1. Pursuant to section 24 of the Florida Fee Payment Agreement, on behalf of the State of Florida, I hereby identify as Florida Counsel those private counsel that are appropriate, legal and authorized parties to the contingent-fee agreement titled "Standard Contract -- State of Florida, Agency for Health Care Administration" and executed in February 1995 (the "Contract," attached as Exhibit A hereto), and I hereby identify as Contract Counsel those same private counsel.

2. Laurence H. Tribe, G. Robert Blakey and persons working under their direction undertook activities on behalf of the State of Florida in connection with the Action but are not Contract Counsel or Florida Counsel for purposes of the Florida Fee Payment Agreement.

3. Fredric G. Levin of the firm Levin, Middlebrooks, Thomas, Mitchell, Green, Echsner, Proctor & Papantonio, P.A. (collectively, "Levin") undertook activities on behalf of the State of Florida in connection with the Action but is not Contract Counsel or Florida Counsel for purposes of the Florida Fee Payment Agreement, and it is the State's understanding that Levin will be compensated for his services by Contract Counsel from the fees paid to Contract Counsel pursuant to the Florida Fee Payment Agreement.

4. Richard A. Daynard has declared an intent to seek an award of attorneys' fees pursuant to the arbitration provisions described in the Court's April 16, 1998 Order Implementing Most Favored Nation Provision of Florida Settlement Agreement and Exhibit 1 thereto and the Court's Order of May 12, 1998 (collectively, the "Arbitration Orders"). It is the State's understanding that any activities of Mr. Daynard or others acting under his direction (collectively, "Daynard") in connection with the Action were undertaken on a strictly pro bono basis as to the State and without any obligation of compensation by the State, and Daynard is not Contract Counsel or Florida Counsel for purposes of the Florida Fee Payment Agreement. Notwithstanding the foregoing, in the event that Daynard is determined to be entitled, as a result of the Arbitration Orders, to participate in the fee arbitration process described in the Florida Fee Payment Agreement despite the provisions thereof and of the Stipulation of Amendment, Daynard shall be treated as Florida Counsel (but not as Contract

Counsel) for purposes of the Florida Fee Payment Agreement. In the event that Daynard is treated as Participating Florida Counsel for purposes of the Florida Fee Payment Agreement and makes an application to the Panel as provided therein, the State of Florida will not support or oppose Daynard's application for an award of attorneys' fees by the Panel.

5. Except as expressly provided in paragraph 4 hereof, no person other than the persons identified in paragraph 1 hereof is entitled as Contract Counsel or Florida Counsel to seek payment of attorneys' fees by Settling Defendants.

Governor

SCHEDULE C

NOTICES

State of Florida

Hon. Robert A. Butterworth
Attorney General's Office
The Capitol
Suite PL01
Tallahassee, FL 32399-1050
Fax: (850) 413-0632

(continued)

Philip Morris Incorporated:                      R.J. Reynolds Tobacco Company:
---------------------------                      ------------------------------
Martin J. Barrington, Esq.                       Charles A. Blixt, Esq.
Philip Morris Incorporated                       R.J. Reynolds Tobacco Company
120 Park Avenue                                  401 North Main Street
New York, NY 10017-5592                          Winston-Salem, NC 27102
Fax: (212) 907-5399                              Fax: (336) 741-2998

With a copy to:                                  With a copy to:
---------------                                  ---------------
Meyer G. Koplow, Esq.                            Arthur F. Golden, Esq.
Wachtell, Lipton, Rosen & Katz                   Davis Polk & Wardwell
51 West 52nd Street                              450 Lexington Avenue
New York, NY 10019                               New York, NY 10017
Fax: (212) 403-2000                              Fax: (212) 450-4800

Brown & Williamson Tobacco Corp.:                Lorillard Tobacco Company:
---------------------------------                ---------------------------
F. Anthony Burke, Esq.                           Arthur J. Stevens, Esq.
Brown & Williamson Tobacco Corp.                 Lorillard Tobacco Company
200 Brown & Williamson Tower                     714 Green Valley Road
401 South Fourth Avenue                          Greensboro, NC 27408
Louisville, KY 40202                             Fax: (336) 335-7707
Fax: (502) 568-7297

With a copy to:                                  United States Tobacco Company:
---------------                                  ------------------------------
Stephen R. Patton, Esq.                          Richard H. Verheij
Kirkland & Ellis                                 UST Inc.
200 East Randolph Dr.                            100 West Putnam Avenue
Chicago, IL 60601                                Greenwich, CT 06830
Fax: (312) 861-2200                              Fax: (203) 863-7233

(continued)

Joseph F. Rice                                   Richard F. Scruggs
Ness, Motley, Loadholt, Richardson &             Scruggs, Millette, Bozeman & Dent, P.A.
    Poole                                        743 Delmas Avenue
151 Meeting Street, Suite 600                    Pascagoula, MS 39568-1425
Charleston, SC 29402                             Fax: (228) 762-1207
Fax: (843) 720-9290

Wayne Hogan                                      William C. Gentry
Brown, Terrell, Hogan, Ellis,                    Gentry, Phillips & Hodak, P.A.
   McClamma & Yegelwel, P.A.                     6 East Bay Street, Suite 400
Blackston Building, Suite 804                    Post Office Box 837
233 East Bay Street                              Jacksonville, Florida 32202
Jacksonville, Florida 32202                      (904) 356-4100
(904) 632-2424                                   Fax: (904) 358-1895
Fax: (904) 353-4418

Michael Maher                                    C. Steven Yerrid
Maher, Gibson & Guiley, P.A.                     Yerrid, Knopik & Krieger, P.A.
90 East Livingston, Suite 200                    101 East Kennedy Blvd., Suite 2160
Orlando, Florida 32801                           Tampa, Florida 33602
(407) 83909866                                   (813) 222-8222
(407) 425-7958                                   Fax: (813) 222-8224

C. David Fonvielle                               James H. Nance
Fonvielle, Hinkle & Lewis, P.A.                  Nance, Cacciatore, Sisserson, Duryea &
3375 Capital Circle Northeast                       Hamilton, P.A.
Building A                                       P.O. Drawer 361817
Tallahassee, Florida 32308                       Melbourne, Florida 32936
(850) 422-7773                                   (407) 254-8416
Fax: (850) 422-3449                              Fax: (407) 259-8243

(continued)

Robert G. Kerrigan                               Sheldon J. Schlesinger
Kerrigan, Estess, Rankin & McLeod                Sheldon J. Schlesinger, P.A.
400 East Government Street                       1212 Southeast Third Avenue
Pensacola, Florida 32501                         Ft. Lauderdale, Florida 33316
(904) 444-4444                                   (954) 467-8800
Fax: (904) 444-4495                              Fax: (954) 920-8000

Robert Montgomery
Montgomery & Larmoyeux
1016 Clearwater Place
P.O. Drawer 3086
West Palm Beach, Florida 33402
(561) 832-2880
Fax: (561) 832-0887

Exhibit 99.3

EXHIBIT 2

MFN ESCROW AGREEMENT

This escrow agreement (the "MFN Escrow Agreement") is entered into as of _________, 1998 by and among Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown & Williamson Tobacco Corporation and Lorillard Tobacco Company (collectively and severally, "MFN Settling Defendants" and each individually a "MFN Settling Defendant"), the State of Florida and _____ _____
[Bank], as escrow agent (the "MFN Escrow Agent").

WITNESSETH:

WHEREAS, the State of Florida and Settling Defendants entered into a comprehensive settlement agreement and release as of August 27, 1997 (the "Settlement Agreement"), setting forth the terms and conditions of an agreement to settle and resolve with finality all present and future claims relating to the subject matter of the litigation entitled State of Florida v. American Tobacco Co., No. 95-1466 AH (Fifteenth Jud. Cir., Palm Beach County) (the "Action"), in the Circuit Court of Palm Beach County, Florida (the "Court");

WHEREAS, the State of Florida and Settling Defendants entered into a Stipulation of Amendment to Settlement Agreement and for Entry of Consent Decree (the "Stipulation of Amendment") on September 11, 1998, paragraph 17 of which provides for Court approval of the Stipulation of Amendment;

WHEREAS, paragraph 5 of the Stipulation of Amendment provides that, on the dates specified therein, each MFN Settling Defendant shall severally pay to the State of Florida, pro rata in proportion to its Market Share, its respective share of the amounts indicated for each date;

WHEREAS, paragraph 17 of the Stipulation of Amendment further provides that all payments described in paragraphs 5 and 6 of the Stipulation of Amendment shall be paid into a special escrow account in an appropriate New York City bank (and if so paid shall remain in said escrow account) until such time as (1) the 30 day period for appeal or to seek review of the Court's order approving the Stipulation of Amendment has expired without the filing of any notice of appeal or petition for review; or (2) in the event of any such appeal or petition, the appeal or the petition has been dismissed or the Court's order has been affirmed in all material respects by the court of last resort to which such

appeal or petition has been taken and such dismissal or affirmance has become no longer subject to further appeal or review (the "Availability Date"); and

WHEREAS, the parties hereto believe that at least one of the payments described in the preceding paragraphs may become due prior to the Availability Date:

NOW, THEREFORE, the parties hereto agree as follows:

SECTION 1. Appointment of MFN Escrow Agent.

MFN Settling Defendants and the State of Florida hereby appoint the MFN Escrow Agent to act as escrow agent on the terms and conditions set forth herein, and the MFN Escrow Agent hereby accepts such appointment on such terms and conditions.

SECTION 2. Deposit.

In the event that any payment pursuant to paragraph 5 or 6 of the Stipulation of Amendment becomes due on a date prior to the Availability Date, each MFN Settling Defendant shall severally deliver to the MFN Escrow Agent in immediately available funds such MFN Settling Defendant's respective share of the payment in question (the sum of such shares being the "Initial Deposit"). Upon receipt, the MFN Escrow Agent shall deposit the Initial Deposit into a separate escrow account established for such purpose and governed by the terms of this MFN Escrow Agreement (the "MFN Escrow Account"). Any subsequent payment pursuant to paragraph 5 or 6 of the Stipulation of Amendment that becomes due prior to the Availability Date shall be delivered to the MFN Escrow Agent and added to the Initial Deposit (the Initial Deposit and any subsequent payments deposited into the MFN Escrow Account, including any payments of interest or other income on investment of the MFN Escrow Amount or any portion thereof, being the "MFN Escrow Amount") and shall be governed by the terms of this MFN Escrow Agreement. All such deliveries of funds are subject to the right of MFN Settling Defendants to obtain, pursuant to section 4(a) of this MFN Escrow Agreement, prompt return of the entire MFN Escrow Amount (less appropriate deductions for administrative fees and expenses, including taxes and other related costs) in the event that the Stipulation of Amendment is cancelled or terminated pursuant to paragraph 17 of the Stipulation of Amendment. The MFN Escrow Amount shall be maintained, invested and disbursed by the MFN Escrow Agent strictly in accordance with this MFN Escrow Agreement.

SECTION 3. Investment of MFN Escrow Amount.

The MFN Escrow Agent shall invest and reinvest the MFN Escrow Amount in either (i) direct obligations of, or obligations the principal and interest on which are unconditionally guaranteed by, the United States of America (including government-sponsored agencies) or the State of Florida; (ii) repurchase agreements fully collateralized by securities of the kind specified in clause
(i) above; (iii) money market accounts maturing within 30 days of the acquisition thereof and issued by a bank or trust company organized under the laws of the United States of America or a State thereof (a "United States Bank") and having a combined capital surplus in excess of $250,000,000; or (iv) demand deposits with any United States Bank or any federal savings and loan institution having a combined capital surplus in excess of $250,000,000. Any loss on any such investment, including, without limitation, any penalty for any liquidation required to fund a disbursement, shall be borne pro rata by the parties in proportion to their ultimate entitlement to the MFN Escrow Amount. The MFN Escrow Agent's fees and all expenses, including taxes and other related costs, shall, to the extent possible, be paid out of income earned. Whenever the MFN Escrow Agent shall pay all or any part of the MFN Escrow Amount to any party as provided herein, the MFN Escrow Agent shall also pay to such party all interest and profits earned to the date of payment on such amount, less deductions for fees and all expenses, including taxes and other related fees.

SECTION 4. Release of the MFN Escrow Amount.

After receipt, the MFN Escrow Agent shall deliver the MFN Escrow Amount as set forth below:

(a) Following receipt of written notice signed by counsel for the MFN Settling Defendants certifying that such notice has been delivered by counsel for the MFN Settling Defendants to all parties hereto and stating that the Court has not approved the Stipulation of Amendment as provided in paragraph 17 thereof or that the Court's approval has been modified in any respect unacceptable to any of the parties thereto or set aside on appeal, the MFN Escrow Agent shall upon the expiration of ten (10) business days following the MFN Escrow Agent's receipt of such notice disburse the entire MFN Escrow Amount (including any interest thereon, as provided in Section 3) to the MFN Settling Defendants on the same pro rata basis as such funds were contributed to the MFN Escrow Account.

(b) Upon receipt of (i) written notice signed by counsel for the MFN Settling Defendants and counsel for the State of Florida stating that the Availability Date has occurred and (ii) an order of the Court pursuant to applicable Florida law so directing, the MFN Escrow Agent shall proceed to distribute the MFN Escrow Amount in accordance with such Court order.

(c) For its services, the MFN Escrow Agent shall receive fees in accordance with the MFN Escrow Agent's customary fees in similar matters. All such fees shall constitute a direct charge against the MFN Escrow Amount, but the MFN Escrow Agent shall not debit the MFN Escrow Amount for any such charge until it shall have presented its statement to and received approval by counsel for the MFN Settling Defendants and counsel for the State of Florida, which approval shall not be unreasonably withheld. Such approval shall be deemed given if the MFN Escrow Agent has not received written objections from either counsel for MFN Settling Defendants or counsel for the State of Florida within 30 days after presentment of its statement. Such fees and all expenses charged against the MFN Escrow Amount shall, to the extent possible, be paid out of interest earned. In the event that counsel for MFN Settling Defendants or counsel for the State of Florida objects in writing to such fees, the MFN Escrow Agent shall not debit the MFN Escrow Amount except upon a court order approving such fees.

SECTION 5. Substitute Form W-9; Qualified Settlement Fund.

Each of the signatories to this MFN Escrow Agreement shall provide the MFN Escrow Agent with a correct taxpayer identification number on a substitute Form W-9 within 90 days of the date hereof and indicate thereon that it is not subject to backup withholding. It is anticipated that the MFN Escrow Account established pursuant to this MFN Escrow Agreement shall be treated as a Qualified Settlement Fund for federal tax purposes pursuant to Treas. Reg.
Section 1.468B-1.

SECTION 6. Termination of MFN Escrow Account.

This MFN Escrow Agreement (other than the MFN Escrow Agent's right to indemnification set forth in Section 7) shall terminate when the MFN Escrow Agent shall have released from the MFN Escrow Account all amounts pursuant to
Section 4 hereof.

SECTION 7. MFN Escrow Agent.

(a) The MFN Escrow Agent shall have no duty or obligation hereunder other than to take such specific actions as are required of it from time to time under the provisions hereof, and it shall incur no liability hereunder or in connection herewith for anything whatsoever other than as a result of its own negligence or willful misconduct. In the event the MFN Escrow Agent fails to receive the instructions contemplated by Section 4 hereof or receives conflicting instructions, the MFN Escrow Agent shall be fully protected in refraining from acting until such instructions are received or such conflict is resolved by written agreement or court order.

(b) MFN Settling Defendants, on the same pro rata basis as the funds constituting the MFN Escrow Amount were contributed to the MFN Escrow Account, agree to indemnify, hold harmless and defend the MFN Escrow Agent from and against any and all losses, claims, liabilities and reasonable expenses, including the reasonable fees of its counsel, which it may suffer or incur hereunder or in connection herewith prior to the Availability Date, except such as shall result solely and directly from its own negligence or willful misconduct. The MFN Escrow Agent shall not be bound in any way by any agreement or contract between MFN Settling Defendants and the State of Florida (whether or not the MFN Escrow Agent has knowledge thereof) and the only duties and responsibilities of the MFN Escrow Agent shall be to hold and invest the MFN Escrow Amount received hereunder and to release such MFN Escrow Amount in accordance with the terms of this MFN Escrow Agreement.

(c) The MFN Escrow Agent may resign at any time by giving written notice thereof to the other parties hereto, but such resignation shall not become effective until a successor MFN Escrow Agent, selected by the MFN Settling Defendants and agreeable to the State of Florida, shall have been appointed and shall have accepted such appointment in writing. If an instrument of acceptance by a successor MFN Escrow Agent shall not have been delivered to the MFN Escrow Agent within 30 days after the giving of such notice of resignation, the resigning MFN Escrow Agent may, at the expense of MFN Settling Defendants and the State of Florida (to be shared equally between the State of Florida and the MFN Settling Defendants), petition the Court for the appointment of a successor MFN Escrow Agent.

(d) Upon the Availability Date having occurred, provided that MFN Settling Defendants have performed all of their obligations required to be performed prior to the Availability Date, all duties and obligations of MFN Settling Defendants hereunder shall cease, with the exception of any indemnification obligation of MFN Settling Defendants incurred prior to the Availability Date.

SECTION 8. Miscellaneous.

(a) Notices. All notices or other communications to any party or other person hereunder shall be in writing (which shall include telex, telecopy or similar writing) and shall be given to the respective parties or persons at the following addresses. Any party or person may change the name and address of the person designated to receive notice on behalf of such party or person by notice given as provided in this paragraph.

State of Florida:

Hon. Robert A. Butterworth

Attorney General's Office The Capitol
Suite PL01
Tallahassee, FL 32399-1050 Fax: (850) 413-0632

With a copy to:

Joseph F. Rice, Esq.

Ness, Motley, Loadholt, Richardson & Poole 151 Meeting Street, Suite 600 Charleston, SC 29402
Fax: (843) 720-9290

MFN Settling Defendants:

For Philip Morris Incorporated:
Martin J. Barrington

Philip Morris Incorporated 120 Park Avenue
New York, NY 10017-5592 Fax: (212) 907-5399

With a copy to:

Meyer G. Koplow

Wachtell, Lipton, Rosen & Katz 51 West 52nd Street
New York, NY 10019
Fax: (212) 403-2000

For R.J. Reynolds Tobacco Company:

Charles A. Blixt

R.J. Reynolds Tobacco Company 401 North Main Street
Winston-Salem, NC 27102 Fax: (336) 741-2998

With a copy to:

Arthur F. Golden

Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Fax: (212) 450-4800

For Brown & Williamson Tobacco Corporation:

Michael Walter

Brown & Williamson Tobacco Corporation 200 Brown & Williamson Tower 401 South Fourth Avenue Louisville, KY 40202
Fax: (502) 568-7187

With a copy to:

F. Anthony Burke

Brown & Williamson Tobacco Corporation 200 Brown & Williamson Tower 401 South Fourth Avenue Louisville, KY 40202
Fax: (502) 568-7297

For Lorillard Tobacco Company:

Arthur J. Stevens

Lorillard Tobacco Company 714 Green Valley Road
Greensboro, NC 27408
Fax: (336) 335-7707

MFN Escrow Agent:

[Bank]
[Bank Address]

Phone:
Fax:

Wire Transfer Instructions:
ABA #:
Account #:

Account Name:

(b) Successors and Assigns. The provisions of this MFN Escrow Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(c) Governing Law. This MFN Escrow Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to the conflicts of law rules of such state.

(d) Jurisdiction and Venue. The parties hereto irrevocably and unconditionally submit to the jurisdiction of the United States District Court for the Southern District of New York for purposes of any suit, action or proceeding seeking to enforce any provision of, or based on any right arising out of, this MFN Escrow Agreement, and the parties hereto agree not to commence any such suit, action or proceeding except in such court. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit, action or proceeding in such court and hereby further irrevocably waive and agree not to plead or claim in such court that any such suit, action or proceeding has been brought in an inconvenient forum.

(e) Definitions. Terms used herein that are defined in the Settlement Agreement or the Stipulation of Amendment are, unless otherwise defined herein, used in this MFN Escrow Agreement as defined in the Settlement Agreement or the Stipulation of Amendment, as appropriate.

(f) Amendments. This MFN Escrow Agreement may be amended only by written instrument executed by all parties hereto. The waiver of any rights conferred hereunder shall be effective only if made by written instrument executed by the waiving party. The waiver by any party of any breach of this MFN Escrow Agreement shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent or contemporaneous, of this MFN Escrow Agreement.

(g) Counterparts; Effectiveness. This MFN Escrow Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This MFN Escrow Agreement shall become effective when each party hereto shall have signed a counterpart hereof. Delivery by facsimile of a signed agreement shall be deemed delivery for purposes of acknowledging acceptance hereof; however, an original executed signature page must promptly thereafter be appended to this MFN Escrow Agreement, and an original executed agreement shall promptly thereafter be delivered to each party hereto.

(h) Captions. The captions herein are included for convenience of reference only and shall be ignored in the construction and interpretation hereof.

IN WITNESS WHEREOF, the parties have executed this MFN Escrow Agreement as of the day and year first hereinabove written.

STATE OF FLORIDA

PHILIP MORRIS INCORPORATED

R.J. REYNOLDS TOBACCO COMPANY

BROWN & WILLIAMSON TOBACCO
CORPORATION

LORILLARD TOBACCO COMPANY

_________________ [BANK], as MFN Escrow Agent

Title: