STATE OF MINNESOTA DISTRICT COURT

COUNTY OF RAMSEY SECOND JUDICIAL DISTRICT

Case Type: Other Civil

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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.

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PROPOSED ORDER

The above-entitled matter came on for hearing on November 12, 1996, before the Honorable Kenneth J. Fitzpatrick based on plaintiffs' motions to compel regarding lobbying activities and defendants' agreements relating to settlement policies, payment of attorneys' fees, indemnification, and contribution.

Based upon review of the file and arguments of counsel, it is hereby ordered that:

1. Lobbying Requests: All Defendants (except Liggett) fully and completely respond to Plaintiffs' Requests for Production of Documents Relating to Lobbying Activities, Request Nos. 1 and 2, for the years 1946 through August 1994);

2. Sharing and Settlement Agreements:

a. All Defendants fully and completely respond to Plaintiffs' Requests for Production of Documents Relating to Indemnity and Contribution Agreements, Request Nos. 1 through 4, insofar as each request relates to potential agreements or understandings.

b. All Defendants fully and completely respond to Plaintiffs' Request for Production of Documents Relating to Indemnity and Contribution Agreements, Request Nos. 3 and 4.

Kenneth J. Fitzpatrick

Judge