[30 Pa.B. 5619]

[Continued from previous Web Page]

SECTION 15.  Costs of Arbitration.

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

SECTION 16.  Payment of Fee Award of STATE Outside Counsel.

   On or before the tenth Business Day after the last day of each calendar quarter beginning with the first calendar quarter of 1999, each Original Participating Manufacturer shall severally pay to the Designated Representative its Relative Market Share of the Allocated Amount for STATE Outside Counsel for the calendar quarter with respect to which such quarterly payment is being made (the ''Applicable Quarter'').

SECTION 17.  Allocated Amounts of Fee Awards.

   The Allocated Amount for each Private Counsel with respect to any payment to be made for any particular Applicable Quarter shall be determined as follows:

   (a)  The Quarterly Fee Amount shall be allocated equally among each of the three months of the Applicable 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 (each such Private Counsel being an ''Eligible Counsel'' with respect to such monthly amount), each of which shall be allocated a portion of each such monthly amount up to (or, in the event that the sum of all 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 those 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 as of the last day of the Applicable Quarter. The allocation of subsequent Quarterly Fee Amounts for the calendar year, if any, shall be adjusted, as necessary, to account for any Eligible Counsel that are granted Fee Awards in a subsequent quarter of such calendar year, as provided in paragraph (b)(ii) of this section.

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

   (i)  in the case of the first quarterly allocation for any calendar year, such monthly amount shall be allocated among all Eligible Counsel for such month in proportion to the amounts of their respective Unpaid Fees.

   (ii)  in the case of a quarterly allocation after the first quarterly allocation, the Quarterly Fee Amount shall be allocated among only those Private Counsel, if any, that were Eligible Counsel with respect to any monthly amount for any prior quarter of the calendar year but were not allocated a proportionate share of such monthly amount (either because such Private Counsel's applications for Fee Awards were still under consideration as of the last day 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 Eligible Counsel being a ''Payable Proportionate Share''). In the event that the sum of all Payable Proportionate Shares exceeds the Quarterly Fee Amount, the Quarterly Fee Amount shall be allocated among such Eligible Counsel on a monthly basis 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 as of the last day of the Applicable Quarter). In the event that the sum of all Payable Proportionate Shares is less than the Quarterly Fee Amount, the amount by which the Quarterly Fee Amount exceeds the sum of all such Payable Proportionate Shares shall be allocated among each month of the calendar quarter, each such monthly amount to be allocated among those Eligible Counsel having Unpaid Fees in proportion to the amounts of their respective Unpaid Fees (without regard to whether there may be Eligible Counsel that have not yet been granted or denied a Fee Award as of the last day of the Applicable Quarter).

   (c)  Adjustments pursuant to subsection (b)(ii) of this section 17 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.

SECTION 18.  Credits to and Limitations on Payment of Fee Awards.

   Notwithstanding any other provision hereof, all payments by the Original Participating Manufacturers with respect to Fee Awards shall be subject to the following:

   (a)  Under no circumstances shall the Original Participating Manufacturers be required to make payments that would result in aggregate national payments and credits by Participating Defendants with respect to all Fee Awards of Private Counsel:

   (i)  during any year beginning with 1999, totaling more than the sum of the Quarterly Fee Amounts for each calendar quarter of the calendar year, excluding certain payments with respect to any Private Counsel for 1998 that are paid in 1999; and

   (ii)  during any calendar quarter beginning with the first calendar quarter of 1999, totaling more than the Quarterly Fee Amount for such quarter, excluding certain payments with respect to any Private Counsel for 1998 that are paid in 1999.

   (b)  The Original Participating Manufacturers' obligations with respect to the Fee Award of STATE Outside Counsel, if any, shall be exclusively as provided in this STATE Fee Payment Agreement, and notwithstanding any other provision of law, such Fee Award shall not be entered as or reduced to a judgment against the Original Participating Manufacturers or considered as a basis for requiring a bond or imposing a lien or any other encumbrance.

SECTION 19.  Reimbursement of Outside Counsel's Costs.

   (a)  The Original Participating Manufacturers shall reimburse STATE Outside Counsel for reasonable costs and expenses incurred in connection with the Action, provided that such costs and expenses are of the same nature as costs and expenses for which the Original Participating Manufacturers ordinarily reimburse their own counsel or agents. Payment of any Approved Cost Statement pursuant to this STATE Fee Payment Agreement shall be subject to (i) the condition precedent of approval of the Agreement by the Court for the State of STATE and (ii) the payment schedule and the aggregate national caps specified in subsection (c) of this section, which shall apply to all payments made with respect to Cost Statements of all Outside Counsel.

   (b)  In the event that STATE Outside Counsel seek to be reimbursed for reasonable costs and expenses incurred in connection with the Action, the Designated Representative shall submit a Cost Statement to the Original Participating Manufacturers. Within 30 Business Days after receipt of any such Cost Statement, the Original Participating Manufacturers shall either accept the Cost Statement or dispute the Cost Statement, in which event the Cost Statement shall be subject to a full audit by examiners to be appointed by the Original Participating Manufacturers (in their sole discretion). Any such audit will be completed within 120 Business Days after the date the Cost Statement is received by the Original Participating Manufacturers. Upon completion of such audit, if the Original Participating Manufacturers and STATE Outside Counsel cannot agree as to the appropriate amount of STATE Outside Counsel's reasonable costs and expenses, the Cost Statement and the examiner's audit report shall be submitted to the Director for arbitration before the Panel or, in the event that STATE Outside Counsel and the Original Participating Manufacturers have agreed upon a Liquidated Fee pursuant to section 7 hereof, before a separate three-member panel of independent arbitrators, to be selected in a manner to be agreed to by STATE Outside Counsel and the Original Participating Manufacturers, which shall determine the amount of STATE Outside Counsel's reasonable costs and expenses for the Action. In determining such reasonable costs and expenses, the members of the arbitration panel shall be governed by the Protocol of Panel Procedures attached as an Appendix hereto. The amount of STATE Outside Counsel's reasonable costs and expenses determined pursuant to arbitration as provided in the preceding sentence shall be final, binding and non-appealable.

   (c)  Any Approved Cost Statement of STATE Outside Counsel shall not become a Payable Cost Statement until approval of the Agreement by the Court for the State of STATE. Within five Business Days after receipt of notification thereof by the Designated Representative, each Original Participating Manufacturer shall severally pay to the Designated Representative its Relative Market Share of the Payable Cost Statement of STATE Outside Counsel, subject to the following--

   (i)  All Payable Cost Statements of Outside Counsel shall be paid in the order in which such Payable Cost Statements became Payable Cost Statements.

   (ii)  Under no circumstances shall the Original Participating Manufacturers be required to make payments that would result in aggregate national payments by Participating Defendants of all Payable Cost Statements of Private Counsel in connection with all of the actions identified in Exhibits D, M and N to the Agreement, totaling more than $75 million for any given year.

   (iii)  Any Payable Cost Statement of Outside Counsel not paid during the year in which it became a Payable Cost Statement as a result of paragraph (ii) of this subsection shall become payable in subsequent years, subject to paragraphs (i) and (ii), until paid in full.

   (d)  The Original Participating Manufacturers'' obligations with respect to reasonable costs and expenses incurred by STATE Outside Counsel in connection with the Action shall be exclusively as provided in this STATE Fee Payment Agreement, and notwithstanding any other provision of law, any Approved Cost Statement determined pursuant to subsection (b) of this section (including any Approved Cost Statement determined pursuant to arbitration before the Panel or the separate three-member panel of independent arbitrators described therein) shall not be entered as or reduced to a judgment against the Original Participating Manufacturers or considered as a basis for requiring a bond or imposing a lien or any other incumbrance.

SECTION 20.  Distribution of Payments among STATE Outside Counsel.

   (a)  All payments made to the Designated Representative pursuant to this STATE Fee Payment Agreement shall be for the benefit of each person or entity identified in Exhibit S to the Agreement by the Attorney General of the State of STATE [or as certified by the governmental prosecuting authority of the Litigating Political Subdivision], each of which shall receive from the Designated Representative a percentage of each such payment in accordance with the fee sharing agreement, if any, among STATE Outside Counsel (or any written amendment thereto).

   (b)  The Original Participating Manufacturers shall have no obligation, responsibility or liability with respect to the allocation among those persons or entities identified in Exhibit S to the Agreement by the Attorney General of the State of STATE [or as certified by the governmental prosecuting authority of the Litigating Political Subdivision], or with respect to any claim of misallocation, of any amounts paid to the Designated Representative pursuant to this STATE Fee Payment Agreement.

SECTION 21.  Calculations of Amounts.

   All calculations that may be required hereunder shall be performed by the Original Participating Manufacturers, with notice of the results thereof to be given promptly to the Designated Representative. Any disputes as to the correctness of calculations made by the Original Participating Manufacturers shall be resolved pursuant to the procedures described in Section XI(c) of the Agreement for resolving disputes as to calculations by the Independent Auditor.

SECTION 22.  Payment Responsibility.

   (a)  Each Original Participating Manufacturer shall be severally liable for its share of all payments pursuant to this STATE Fee Payment Agreement. Under no circumstances shall any payment due hereunder or any portion thereof become the joint obligation of the Original Participating Manufacturers or the obligation of any person other than the Original Participating Manufacturer from which such payment is originally due, nor shall any Original Participating Manufacturer be required to pay a portion of any such payment greater than its Relative Market Share.

   (b)  Due to the particular corporate structures of R. J. Reynolds Tobacco Company (''Reynolds'') and Brown & Williamson Tobacco Corporation (''Brown & Williamson'') with respect to their non-domestic tobacco operations, Reynolds and Brown & Williamson shall each be severally liable for its respective share of each payment due pursuant to this STATE Fee Payment Agreement up to (and its liability hereunder shall not exceed) the full extent of its assets used in, and earnings and revenues derived from, its 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.

SECTION 23.  Termination.

   In the event that the Agreement is terminated with respect to the State of STATE pursuant to Section XVIII(u) of the Agreement (or for any other reason) the Designated Representative and each person or entity identified in Exhibit S to the Agreement by the Attorney General of the State of STATE [or as certified by the governmental prosecuting authority of the Litigating Political Subdivision] shall immediately refund to the Original Participating Manufacturers all amounts received under this STATE Fee Payment Agreement.

SECTION 24.  Intended Beneficiaries.

   No provision hereof creates any rights on the part of, or is enforceable by, any person or entity that is not a Party or a person covered by either of the releases described in section 4 hereof, except that sections 5 and 20 hereof create rights on the part of, and shall be enforceable by, the State of STATE. Nor shall any provision hereof bind any non-signatory or determine, limit or prejudice the rights of any such person or entity.

SECTION 25.  Representations of Parties.

   The Parties hereto hereby represent that this STATE Fee Payment 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 26.  No Admission.

   This STATE Fee Payment 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 signatory hereto or any person covered by either of the releases provided under section 4 hereof. The Original Participating Manufacturers specifically disclaim and deny any liability or wrongdoing whatsoever with respect to the claims released under section 4 hereof and enter into this STATE Fee Payment Agreement for the sole purposes of memorializing the Original Participating Manufacturers' rights and obligations with respect to payment of attorneys' fees pursuant to the Agreement and avoiding the further expense, inconvenience, burden and uncertainty of potential litigation.

SECTION 27.  Non-admissibility.

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

SECTION 28.  Amendment and Waiver.

   This STATE Fee Payment Agreement may be amended only by a written instrument executed by the Parties. 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 hereof shall not be deemed to be or construed as a waiver of any other breach, whether prior, subsequent or contemporaneous, of this STATE Fee Payment Agreement.

SECTION 29.  Notices.

   All notices or other communications to any party hereto shall be in writing (including but not limited to telex, facsimile or similar writing) and shall be given to the notice parties listed on Schedule A 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 A hereto.

SECTION 30.  Governing Law.

   This STATE Fee Payment Agreement shall be governed by the laws of the State of STATE without regard to the conflict of law rules of such State.

SECTION 31.  Construction.

   None of the Parties hereto shall be considered to be the drafter hereof or of 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 32.  Captions.

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

SECTION 33.  Execution of STATE Fee Payment Agreement.

   This STATE Fee Payment Agreement may be executed in counterparts. Facsimile or photocopied signatures shall be considered valid signatures as of the date hereof, although the original signature pages shall thereafter be appended to this STATE Fee Payment Agreement.

SECTION 34.  Entire Agreement of Parties.

   This STATE Fee Payment Agreement contains an entire, complete and integrated statement of each and every term and provision agreed to by and among the Parties with respect to payment of attorneys' fees by the Original Participating Manufacturers in connection with the Action and is not subject to any condition or covenant, express or implied, not provided for herein.

   IN WITNESS WHEREOF, the Parties hereto, through their fully authorized representatives, have agreed to this STATE Fee Payment Agreement as of this ____ th day of ______ , 1998.

[SIGNATURE BLOCK]

APPENDIX

to MODEL FEE PAYMENT AGREEMENT

PROTOCOL OF PANEL PROCEEDINGS

   This Protocol of procedures has been agreed to between the respective parties to the STATE Fee Payment Agreement, and shall govern the arbitration proceedings provided for therein.

SECTION 1.  Definitions.

   All definitions contained in the STATE Fee Payment Agreement are incorporated by reference herein.

SECTION 2.  Chairman.

   The person selected to serve as the permanent, neutral member of the Panel as described in paragraph (b)(ii) of section 11 of the STATE Fee Payment Agreement shall serve as the Chairman of the Panel.

SECTION 3.  Arbitration Pursuant to Agreement.

   The members of the Panel shall determine those matters committed to the decision of the Panel under the STATE Fee Payment Agreement, which shall govern as to all matters discussed therein.

SECTION 4.  ABA Code of Ethics.

   Each of the members of the Panel shall be governed by the Code of Ethics for Arbitrators in Commercial Disputes prepared by the American Arbitration Association and the American Bar Association (the ''Code of Ethics'') in conducting the arbitration proceedings pursuant to the STATE Fee Payment Agreement, subject to the terms of the STATE Fee Payment Agreement and this Protocol. Each of the party-appointed members of the Panel shall be governed by Canon VII of the Code of Ethics. No person may engage in any ex parte communications with the permanent, neutral member of the Panel selected pursuant to paragraph (b)(ii) of section 11, in keeping with Canons I, II and III of the Code of Ethics.

SECTION 5.  Additional Rules and Procedures.

   The Panel may adopt such rules and procedures as it deems necessary and appropriate for the discharge of its duties under the STATE Fee Payment Agreement and this Protocol, subject to the terms of the STATE Fee Payment Agreement and this Protocol.

SECTION 6.  Majority Rule.

   In the event that the members of the Panel are not unanimous in their views as to any matter to be determined by them pursuant to the STATE Fee Payment Agreement or this Protocol, the determination shall be decided by a vote of a majority of the three members of the Panel.

SECTION 7.  Application for Fee Award and Other Materials.

   (a)  The Application of STATE Outside Counsel and any materials submitted to the Director relating thereto (collectively, 'submissions'') shall be forwarded by the Director to each of the members of the Panel in the manner and on the dates specified in the STATE Fee Payment Agreement.

   (b)  All materials submitted to the Director by either Party (or any other person) shall be served upon all Parties. All submissions required to be served on any Party shall be deemed to have been served as of the date on which such materials have been sent by either (i) hand delivery or (ii) facsimile and overnight courier for priority next-day delivery.

   (c)  To the extent that the Panel believes that information not submitted to the Panel may be relevant for purposes of determining those matters committed to the decision of the Panel under the terms of the STATE Fee Payment Agreement, the Panel shall request such information from the Parties.

SECTION 8.  Hearing.

   Any hearing held pursuant to section 12 of the STATE Fee Payment Agreement shall not take place other than in the presence of all three members of the Panel upon notice and an opportunity for the respective representatives of the Parties to attend.

SECTION 9.  Miscellaneous.

   (a)  Each member of the Panel shall be compensated for his services by the Original Participating Manufacturers on a basis to be agreed to between such member and the Original Participating Manufacturers.

   (b)  The members of the Panel shall refer all media inquiries regarding the arbitration proceeding to the respective Parties to the STATE Fee Payment Agreement and shall refrain from any comment as to the arbitration proceedings to be conducted pursuant to the STATE Fee Payment Agreement during the pendency of such arbitration proceedings, in keeping with Canon IV(B) of the Code of Ethics.

EXHIBIT P

NOTICES

NAAG	Executive Director 750 First Street, N.E. Suite 1100 Washington, DC 20002	PHO: (202) 326-6053 FAX: (202) 408-6999
Alabama	Honorable Bill Pryor Attorney General of Alabama Office of the Attorney General State House11 South Union Street Montgomery, AL 36130	PHO: (334) 242-7300 FAX: (334) 242-4891
Alaska	Honorable Bruce M. Botelho Attorney General of Alaska Office of the Attorney General Post Office Box 110300 Diamond Courthouse Juneau, AK 99811-0300	PHO: (907) 465-3600 FAX: (907) 465-2075
American Samoa	Honorable Toetagata Albert Mailo ttorney General of American Samoa Office of the Attorney General Post Office Box 7 Pago Pago, AS 96799	PHO: (684) 633-4163 FAX: (684) 633-1838
Arizona	Honorable Grant Woods Attorney General of Arizona Office of the Attorney General 1275 West Washington Street Phoenix, AZ 85007	PHO: (602) 542-4266 FAX: (602) 542-4085
Arkansas	Honorable Winston Bryant Attorney General of Arkansas Office of the Attorney General 200 Tower Building, 323 Center Street Little Rock, AR 72201-2610	PHO: (501) 682-2007 FAX: (501) 682-8084
California	Honorable Daniel E. Lungren Attorney General of California Office of the Attorney General 1300 I Street, Suite 1740 Sacramento, CA 95814	PHO: (916) 324-5437 FAX: (916) 324-6734
Colorado	Honorable Gale A. Norton Attorney General of Colorado Office of the Attorney General Department of Law 1525 Sherman Street Denver, CO 80203	PHO: (303) 866-3052 FAX: (303) 866-3955
Connecticut	Honorable Richard Blumenthal Attorney General of Connecticut Office of the Attorney General 55 Elm Street Hartford, CT 06141-0120	PHO: (860) 808-5318 FAX: (860) 808-5387
Delaware	Honorable M. Jane Brady Attorney General of Delaware Office of the Attorney General Carvel State Office Building 820 North French Street ilmington, DE 19801	PHO: (302) 577-8400 FAX: (302) 577-2610
District of Columbia	Honorable John M. Ferren District of Columbia Corporation Counsel Office of the Corporation Counse l441 4th Street NW Washington, DC 20001	PHO: (202) 727-6248 FAX: (202) 347-9822
Georgia	Honorable Thurbert E. Baker Attorney General of Georgia Office of the Attorney General 40 Capitol Square, S.W. Atlanta, GA 30334-1300	PHO: (404) 656-4585 FAX: (404) 657-8733
Guam	Honorable Robert H. Kono Acting Attorney General of Guam Office of the Attorney General Judicial Center Building 120 West O'Brien Drive Agana, GU 96910	PHO: (671) 475-3324 FAX: (671) 472-2493
Hawaii	Honorable Margery S. Bronster Attorney General of Hawaii Office of the Attorney General 425 Queen Street Honolulu, HI 96813	PHO: (808) 586-1282 FAX: (808) 586-1239
Idaho	Honorable Alan G. Lance Attorney General of Idaho Office of the Attorney General Statehouse P.O. Box 83720 Boise, ID 83720-0010	PHO: (208) 334-2400 FAX: (208) 334-2530
Illinois	Honorable Jim Ryan Attorney General of Illinois Office of the Attorney General James R. Thompson Center 100 West Randolph Street Chicago, IL 60601	PHO: (312) 814-2503 FAX: (217)785-2551
Indiana	Honorable Jeffrey A. Modisett Attorney General of Indiana Office of the Attorney General Indiana Government Center South Fifth Floor 402 West Washington Street Indianapolis, IN 46204	PHO: (317) 233-4386 FAX: (317) 232-7979
Iowa	Honorable Tom Miller Attorney General of Iowa Office of the Attorney General Hoover State Office Building Des Moines, IA 50319	PHO: (515) 281-3053 FAX: (515) 281-4209
Kansas	Honorable Carla J. Stovall Attorney General of Kansas Office of the Attorney General Judicial Building 301 West Tenth Street Topeka, KS 66612-1597	PHO: (913) 296-2215 FAX: (913) 296-6296
Kentucky	Honorable Albert Benjamin ''Ben'' Chandler III Attorney General of Kentucky Office of the Attorney General State Capitol, Room 116 Frankfort, KY 40601	PHO: (502) 564-7600 FAX: (502) 564-8310
Louisiana	Honorable Richard P. Ieyoub Attorney General of Louisiana Office of the Attorney General Department of Justice Post Office Box 94095 Baton Rouge, LA 70804-4095	PHO: (504) 342-7013 FAX: (504) 342-8703
Maine	Honorable Andrew Ketterer Attorney General of Maine Office of the Attorney General tate House Station Six Augusta, ME 04333	PHO: (207) 626-8800 FAX: (207) 287-3145
Maryland	Honorable J. Joseph Curran Jr. Attorney General of Maryland Office of the Attorney General 200 Saint Paul Place Baltimore, MD 21202-2202	PHO: (410) 576-6300 FAX: (410) 333-8298
Massachusetts	Honorable Scott Harshbarger Attorney General of Massachusetts Office of the Attorney General One Ashburton Place Boston, MA 02108-1698	PHO: (617) 727-2200 FAX: (617) 727-3251
Michigan	Honorable Frank J. Kelley Attorney General of Michigan Office of the Attorney General Post Office Box 30212 525 West Ottawa Street Lansing, MI 48909-0212	PHO: (517) 373-1110 FAX: (517) 373-3042
Missouri	Honorable Jeremiah W. (Jay) Nixon Attorney General of Missouri Office of the Attorney General Supreme Court Building 207 West High Street Jefferson City, MO 65101	PHO: (573) 751-3321 FAX: (573) 751-0774
Montana	Honorable Joseph P. Mazurek Attorney General of Montana Office of the Attorney General Justice Building, 215 North Sanders Helena, MT 59620-1401	PHO: (406) 444-2026 FAX: (406) 444-3549
Nebraska	Honorable Don Stenberg Attorney General of Nebraska Office of the Attorney General State Capitol Post Office Box 98920 Lincoln, NE 68509-8920	PHO: (402) 471-2682 FAX: (402) 471-3820
Nevada	Honorable Frankie Sue Del Papa Attorney General of Nevada Office of the Attorney General Old Supreme Court Building 100 North Carson Street Carson City, NV 89701	PHO: (702) 687-4170 FAX: (702) 687-5798
New Hampshire	Honorable Philip T. McLaughlin Attorney General of New Hampshire Office of the Attorney General State House Annex, 25 Capitol Street Concord, NH 03301-6397	PHO: (603) 271-3658 FAX: (603) 271-2110
New Jersey	Honorable Peter Verniero Attorney General of New Jersey Office of the Attorney General Richard J. Hughes Justice Complex 25 Market Street, CN 080 Trenton, NJ 08625	PHO: (609) 292-4925 FAX: (609) 292-3508
New Mexico	Honorable Tom Udall Attorney General of New Mexico Office of the Attorney General Post Office Drawer 1508 Santa Fe, NM 87504-1508	PHO: (505) 827-6000 FAX: (505) 827-5826
New York	Honorable Dennis C. Vacco Attorney General of New York Office of the Attorney General Department of Law--The Capitol 2nd Floor Albany, NY 12224	PHO: (518) 474-7330 FAX: (518) 473-9909
North Carolina	Honorable Michael F. Easley Attorney General of North Carolina Office of the Attorney General Department of Justice Post Office Box 629 Raleigh, NC 27602-0629	PHO: (919) 716-6400 FAX: (919) 716-6750
North Dakota	Honorable Heidi Heitkamp Attorney General of North Dakota Office of the Attorney General State Capitol 600 East Boulevard Avenue Bismarck, ND 58505-0040	PHO: (701) 328-2210 FAX: (701) 328-2226
N. Mariana Islands	Honorable Maya B. Kara (Acting) Attorney General of the Northern Mariana Islands Office of the Attorney General Administration Building Saipan, MP 96950	PHO: (670) 664-2341 FAX: (670) 664-2349
Ohio	Honorable Betty D. Montgomery Attorney General of Ohio Office of the Attorney General State Office Tower 30 East Broad Street Columbus, OH 43266-0410	PHO: (614) 466-3376 FAX: (614) 466-5087
Oklahoma	Honorable W.A. Drew Edmondson Attorney General of Oklahoma Office of the Attorney General State Capitol, Room 1122 300 North Lincoln Boulevard Oklahoma City, OK 73105	PHO: (405) 521-3921 FAX: (405) 521-6246
Oregon	Honorable Hardy Myers Attorney General of Oregon Office of the Attorney General Justice Building 1162 Court Street NE Salem, OR 97310	PHO: (503) 378-6002 FAX: (503) 378-4017
Pennsylvania	Honorable Mike Fisher Attorney General of Pennsylvania Office of the Attorney General Strawberry Square Harrisburg, PA 17120	PHO: (717) 787-3391 FAX: (717) 783-1107
Puerto Rico	Honorable José A. Fuentes-Agostini Attorney General of Puerto Rico Office of the Attorney General Post Office Box 192 San Juan, PR 00902-0192	PHO: (787) 721-7700 FAX: (787) 724-4770
Rhode Island	Honorable Jeffrey B. Pine Attorney General of Rhode Island Office of the Attorney General 150 South Main Street Providence, RI 02903	PHO: (401) 274-4400 FAX: (401) 222-1302
South Carolina	Honorable Charlie Condon Attorney General of South Carolina Office of the Attorney General Rembert C. Dennis Office Building Post Office Box 11549 Columbia, SC 29211-1549	PHO: (803) 734-3970 FAX: (803) 253-6283
South Dakota	Honorable Mark Barnett Attorney General of South Dakota Office of the Attorney General 500 East Capitol Pierre, SD 57501-5070	PHO: (605) 773-3215 FAX: (605) 773-4106
Tennessee	Honorable John Knox Walkup Attorney General of Tennessee Office of the Attorney General 500 Charlotte Avenue Nashville, TN 37243	PHO: (615) 741-6474 FAX: (615) 741-2009
Utah	Honorable Jan Graham Attorney General of Utah Office of the Attorney General State Capitol, Room 236 Salt Lake City, UT 84114-0810	PHO: (801) 538-1326 FAX: (801) 538-1121
Vermont	Honorable William H. Sorrell Attorney General of Vermont Office of the Attorney General 109 State Street Montpelier, VT 05609-1001	PHO: (802) 828-3171 FAX: (802) 828-3187
Virginia	Honorable Mark L. Earley Attorney General of Virginia Office of the Attorney General 900 East Main Street Richmond, VA 23219	PHO: (804) 786-2071 FAX: (804) 371-0200
Virgin Islands	Honorable Julio A. Brady Attorney General of the Virgin Islands Office of the Attorney General Department of Justice G.E.R.S. Complex 48B-50C Kronprinsdens Gade St. Thomas, VI 00802	PHO: (340) 774-5666 FAX: (340) 774-9710
Washington	Honorable Christine O. Gregoire Attorney General of Washington Office of the Attorney General P.O. Box 40100 1125 Washington Street, SE Olympia, WA 98504-0100
	With a copy to:
	Joseph F. Rice John J. McConnell, Jr. Ness, Motley, Loadholt, Richardson & Poole 151 Meeting Street, Suite 200 Post Office Box 1137 Charleston, SC 29402	Phone: 843-720-9000 FAX: 843-720-9290 PHO: (360) 753-6200 FAX: (360) 664-0228
West Virginia	Honorable Darrell V. McGraw Jr. Attorney General of West Virginia Office of the Attorney General State Capitol 1900 Kanawha Boulevard East Charleston, WV 25305	PHO: (304) 558-2021 FAX: (304) 558-0140
Wisconsin	Honorable James E. Doyle Attorney General of Wisconsin Office of the Attorney General State Capitol Post Office Box 7857 Suite 114 East Madison, WI 53707-7857	PHO: (608) 266-1221 FAX: (608) 267-2779
Wyoming	Honorable Gay Woodhouse (Acting) Attorney General of Wyoming Office of the Attorney General State Capitol Building Cheyenne, WY 82002	PHO: (307) 777-7841 FAX: (307) 777-6869

For Philip Morris Incorporated:
Martin J. Barrington
Philip Morris Incorporated
120 Park Avenue
New York, NY 10017-5592
Phone: 917-663-5000
FAX: 917-663-5399

With a copy to:
Meyer G. Koplow
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Phone: 212-403-1000
FAX: 212-403-2000

For R.J. Reynolds Tobacco Company:
Charles A. Blixt
General Counsel
R.J. Reynolds Tobacco Company
401 North Main Street
Winston-Salem, NC 27102Phone: 336-741-0673
FAX: 336-741-2998

With a copy to:
Arthur F. Golden
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Phone: 212-450-4000
FAX: 212-450-4800

For Brown & Williamson Tobacco Corporation:
F. Anthony Burke
Brown & Williamson Tobacco Corporation
200 Brown & Williamson Tower
401 South Fourth Avenue
Louisville, KY 40202
Phone: 502-568-7787
FAX: 502-568-7297

With a copy to:
Stephen R. Patton
Kirkland & Ellis
200 East Randolph Dr.
Chicago, IL 60601
Phone: 312-861-2000
FAX: 312-861-2200

For Lorillard Tobacco Company:
Ronald Milstein
Lorillard Tobacco Company
714 Green Valley Road
Greensboro, NC 27408
Phone: 336-335-7000
FAX: 336-335-7707

For Liggett Group Inc.
Marc Bell
General Counsel
100 S.E. 2nd St.
Miami, FL 33131
Phone: 305-578-8000
FAX: 305-579-8016

With a copy to:
Aaron Marks
Kasowitz, Benson, Torres & Friedman, LLP
1301 Avenue of the Americas
New York, NY 10019
Phone: 212-506-1721
FAX: 212-506-1800

For Commonwealth Brands, Inc.
John Poling
Commonwealth Brands, Inc.
P.O. Box 51587
Bowling Green, Kentucky 42102

With a copy to:
William Jay Hunter, Jr.
Middleton & Reutlinger
401 South Fourth Avenue, 25th Floor
Louisville, Kentucky 40202

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