STATE OF MINNESOTA DISTRICT COURT

COUNTY OF RAMSEY SECOND JUDICIAL DISTRICT

Case Type: Other Civil

THE STATE OF MINNESOTA,

COURT FILE NO. C1-94-8565

BY HUBERT H. HUMPHREY, III,

ITS ATTORNEY GENERAL,

and

BLUE CROSS AND BLUE SHIELD

OF MINNESOTA,

Plaintiffs,

vs.

PHILIP MORRIS INCORPORATED,

R.J. REYNOLDS TOBACCO COMPANY,

BROWN & WILLIAMSON TOBACCO CORPORATION,

B.A.T. INDUSTRIES P.L.C.,

LORILLARD TOBACCO COMPANY,

THE AMERICAN TOBACCO COMPANY,

LIGGETT GROUP, INC.,

THE COUNCIL FOR TOBACCO RESEARCH - U.S.A., INC.,

and THE TOBACCO INSTITUTE, INC.,

Defendants.

______________________________________

AFFIDAVIT OF COREY L. GORDON

STATE OF MINNESOTA )

) ss.

COUNTY OF HENNEPIN )

I, Corey L. Gordon, being first duly sworn on oath state as follows:

1. I am a member of the law firm of Robins, Kaplan, Miller & Ciresi, Special Attorneys for the State of Minnesota and Attorneys for Blue Cross and Blue Shield of Minnesota, plaintiffs in the above-captioned matter. I make this affidavit in support of Plaintiffs' Reply in Support of Plaintiffs' Motions to Compel Discovery and for a Protective Order to be Heard October 8th, 1996.

2. Attached hereto as Exhibit A is a true and correct copy of the Answers and Objections to Defendants' Fourth Set of Interrogatories to Plaintiff State of Minnesota dated September 26, 1996.

3. Attached hereto as Exhibit B is a true and correct copy of a document introduced through discovery by defendant R.J. Reynolds Tobacco Company ("RJR") entitled "RDM, 1963, Nos. 1-98 DESTROYED (except as noted)," bearing Bates Stamp Nos. 501650062-0066.

4. Attached hereto as Exhibit C is a true and correct copy of a portion of Plaintiffs' First Set of Interrogatories to Philip Morris Incorporated ("Philip Morris") dated June 19, 1995.

5. Attached hereto as Exhibit D is a true and correct copy of a document produced by defendant Philip Morris, four pages of a handwritten memo dated February 23, 1982, from J.L. Charles to Dr. T.S. Osdene, bearing Bates Stamp Nos. 1003171563-1567.

6. Attached hereto as Exhibit E is a true and correct copy of a letter dated August 7, 1996 from plaintiffs' counsel Tara D. Sutton, Esq., to defense counsel Peter W. Sipkins, Esq., and a letter dated September 17, 1996, from defense counsel Lucy T. Eisenberg, Esq. to Ms. Sutton responding thereto.

7. Attached hereto as Exhibit F is a true and correct copy of a document produced by RJR containing a fax cover sheet dated November 1, 1991, from Mark Morrissey of Young & Rubicam New York to Ned Leary at RJR, attaching a letter dated October 31, 1991 from Morrissey to Leary, and bearing Bates Stamp Nos. 507647971-7975.

8. Attached hereto as Exhibit G is a true and correct copy of Minnesota Opinion of the Attorney General No. 852 dated December 4, 1995, concerning data practices.

9. Attached hereto as Exhibit H is a true and correct copy of the Responses and Objections to Defendants' First Request for Production of Documents to Plaintiff State of Minnesota, dated August 3, 1995.

10. Attached hereto as Exhibit I is a true and correct copy of a Subpoena Duces Tecum from the Circuit Court of Jackson County, Missouri, dated September 27, 1996, to the National Association of Insurance Commissioners, Custodian of Documents.

FURTHER YOUR AFFIANT SAITH NOT.

/s/Corey L. Gordon

Corey L. Gordon

Subscribed and sworn to before me

this 4th day of October, 1996.

/s/Vada Kay Rudolph

Notary Public-Minnesota

My Commission Expires Jan. 31, 2000