STATE OF MINNESOTA SECOND JUDICIAL DISTRICT

COUNTY OF RAMSEY 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.

STATE OF MINNESOTA )

) ss

COUNTY OF HENNEPLN )

AFFIDAVIT OF TARA D. SUTTON

Tara D. Sutton, being first duly sworn on oath, deposes and states as follows:

1. I am an attorney at Robins, Kaplan, Miller and Ciresi and I am one of the attorneys representing the State of Minnesota and Blue Cross and Blue Shield of Minnesota in the cigarette litigation. This affidavit is being filed in conjunction with Plaintiffs' Memorandum In Support of Motions to Compel Regarding Lobbying Activities and Defendants' Agreements Relating to Settlement Policies, Payment of Attorneys' Fees, Indemnification, and Contribution.

2. Exhibit 1 is a true and correct copy of Plaintiffs' Requests for Production of Documents Relating to Lobbying Activities.

3. Exhibit 2 is a true and correct copy of Request Nos. 26-31 and 37 from Plaintiffs' First Set of Requests for Production of Documents to Philip Morris Incorporated.

4. Exhibit 3 is a true and correct copy of the Transcript of Hearing, July 16, 1996, pp. 1, 68-70.

5. Exhibit 4 is a true and correct copy of The Tobacco Institute's Objections and Responses to Plaintiffs' Requests for Production of Documents Relating to Lobbying Activities.

6. Exhibit 5 is a true and correct copy of the Responses of Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown & Williamson Tobacco Corporation, American Tobacco Company, B.A.T. Industries P.L.C., Council for Tobacco Research, Lorillard Tobacco Company and Liggett Group Inc. to Plaintiffs' Requests for Production of Documents Relating to Lobbying Activities.

7. Exhibit 6 is a true and correct copy of a letter dated September 13, 1996 from Patrick Davies to Roberta B. Walburn.

8. Exhibit 7 is a true and correct copy of a letter dated September 13, 1996 from Peter Sipkins to Roberta B. Walburn.

9. Exhibit 8 is a true and correct copy of a letter dated September 13, 1996 from Jeff Jones to Roberta B. Walburn.

10. Exhibit 9 is a true and correct copy of a letter dated September 20, 1996 from Mary Yelenick to Roberta B. Walburn.

11. Exhibit 10 is a true and correct copy of the Answer of Philip Morris Incorporated.

12. Exhibit 11 is a true and correct copy of Watson v. Metropolitan Transit Commission, --- N.W.2d ---, 1996 WL 490754 (Minn. August 29, 1996).

13. Exhibit 12 is a true and correct copy of Janklow v. Minn. Bd. of Examiners, --- N.W.2d ---, 1996 Minn. LEXIS 598 (Minn. August 29, 1996).

14. Exhibit 13 is a true and correct copy of Minnesota Monthly, November 1993, pp. 99-100.

15. Exhibit 14 is a true and correct copy of Brown & Williamson 690138577.

16. Exhibit 15 is a true and correct copy of TIMN 0014194-0014216 (Confidential -- Filed Under Seal).

17. Exhibit 16 is a true and correct copy of Philip Morris 2025846812.

18. Exhibit 17 is a true and correct copy of an R.J. Reynolds' advertisement from the Minneapolis Star-Tribune, May 16, 1995.

19. Exhibit 18 is a true and correct copy of an R.J. Reynolds' advertisement from the New York Times, June 14, 1994.

20. Exhibit 19 is a true and correct copy of "Enough is Enough," January 9, 1989, MNAT 00276115.

21. Exhibit 20 is a true and correct copy of In re Brand Name Prescription Drugs Antitrust Litigation, 1995 WL 509666 (N.D. Ill. Aug. 18, 1995).

22. Exhibit 21 is a true and correct copy of "The War in the States," Mother Jones, May/June 1996, pp. 56-57.

23. Exhibit 22 is a true and correct copy of Plaintiffs' Requests for Production of Documents relating to Indemnification and Contribution Agreements.

24. Exhibit 23 is a true and correct copy of the Responses of Philip Morris, R.J. Reynolds, Brown & Williamson, American, B.A.T. Industries, The Tobacco Institute, Council for Tobacco Research, Lorillard, and Liggett to Plaintiffs' Requests for Production of Documents Relating to Indemnification and Contribution Agreements.

25. Exhibit 24 is a true and correct copy of a letter dated June 12, 1996 from Roberta B. Walburn to All Minnesota Defense Counsel.

26. Exhibit 25 is a true and correct copy of a Meet and Confer Transcript, June 27, 1996, pp. 1, 139-166.

27. Exhibit 26 is a true and correct copy of correspondence between counsel for plaintiffs and defendants regarding plaintiffs' requests for production of documents relating to indemnification and contribution agreements.

28. Exhibit 27 is a true and correct copy of In re San Juan DuPont Plaza Hotel Fire Litigation, 1993 U.S. Dist. LEXIS 14191 (D. P.R. September 14, 1993).

29. Exhibit 28 is a true and correct copy of "Attorneys General Settlement Agreement," March 15, 1996.

30. Exhibit 29 is a true and correct copy of a letter dated September 13, 1996 from Lucy Eisenberg to Corey L. Gordon attaching Philip Morris' agreement to pay Liggett's attorneys' fees and costs.

FURTHER YOU AFFIANT SAYETH NOT.

/s/ Tara D. Sutton

Tara D. Sutton

SUBSCRIBED and sworn to before me

this 21st day of October, 1996.

/s/ Faye L. Carlisle

Notary Public