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~ ." ~.~.~...,- ; LAW OFFICES SHOO LHARI & BACON • ~:~e~ ~ ~ (el~ 47~ "~ April 23, 1990 Produced _P~EG~'~~ __ ~A ~" - Arthur J. Stevens, Esq. Senior Vice President - General Co~sel ~bu~ ~:,ue ~ "L ~ Ph;~- .q" % ~Y98 ~ . ~rillard Tobacco Company One Park Avenue Eighteenth Floor New York, NY 10016-5895 Dear A~ur: I am ~iting to review the points I made during our recent discussion of ~. I ~derstand that you have no probl~with some t~e of n~e change to reflect the basic biological research which CTR is sponsoring and has been sponsoring for some time. I agree wi~ those who feel the na~ Tobacco should be left in the title. Perhaps some~ing on the order of the Council for Tobacco and Biomedical (Biological) Research is appropriate. ~ issue still apparentl~ exists with regard to the m~ership of the Board of Directors.- First, I think all companies should be encouraged to have one of their senior scientis~ on the Board; Lorillard already has this. Second, the appearance of independ~ce and hence scientific merit will be enhanced if several meters of t~e Board have no ties to ~e indust~. As you ~ow, one of the objectives of Edell, and I am sure other plaintiffs' la~ers, has been and will be, to make it appear ~at C~ and the SAB are no~ing more than tools or mouthpieces for the indust~. This objective is easier to accomplish if the Board is comprised of nothing but indust~ exe~tives. Most jurors understand that a Board of Directors is ultimately responsible for the ~nning of a corporation and for dete~ining its goals, activities and strategies. Despite s~stantial evidence to the contra~, it is difficult for jurors to accept that a scientific adviso~ board is an~hing more than that -- an adviso~ board which can ~ but not decide on the activities of the co~oration. It is especially difficult for a ju~ to believe that an indust~, as belea~ered * I am enclosing a brief portion of a possible plaintiff's opening statement dealing with the CTR issues discussed in this letter. TIMN 0015297

PRIVILEGED Arthur J. Stevens, Esq.~oduced as requ~ed by the CouPs M~ch ~ 1998 Order Aprilpage 223' 1990 S~te of M~esot~ et al. ~ Phi~p Mo~ et ~ Co.File No.:C1-94-8565 as the tobacco indust~, is ~ap~le of letting scientists spend money freely on research which could fu~her implicate its pr~ucts in dea~ and disease causation. Because of this perception, I believe several ac~owledged business leaders, educators or leaders of other professions would lend consider~le cred~ility to our position -- a position which we in the indust~ ~ow to be t~e. They would provide voices of independence and respect for jurors to hear. I view the risks, if any, as minimal while the benefits may be s~stantial. At one time, in the early days of C~, it may have been impo~ant to have a foyer indust~ executive sere as chai~an of the C~. I ~estion whe~er that is so today. ~ effective president can ~n the a~inistration of C~. ~ effective Scientific Director and staff can handle the day to day scientific affairs i.e., a~inistering and reviewing the research grant program and making sure the SAB perfo~s its functions of decision-making with regard to grant applications. ~at this proposal does accomplish is to remove another and an unnecessa~badge of indust~ involv~ent. As it stands today, plaintiffs can point to the chai~an, a foyer indust~executive and often a la~er, as ano~er example of the indust~'s control over CTR. After all, jurors are conditioned to view the chai~an as the CEO responsible to the Board for seeing to it that the shareholders' (the individual tobacco companies) interests are protected and the board's e~ectations fulfilled. Is the current situation really wo~h that misapprehension? I do not think so, and encourage the abolis~ent of this sinecure. If it is felt that a chai~an is needed to preside over board meetings, then I urge that the position be rotated among meters of the board or, better yet, let the president preside without a vote. In talking wi~ Murray, I am convinced that a p~lic relations fi~has been suggested only as a way for info~al advice to be given to interested meters as to how the work of the C~ may be better understood by the p~lic and scientific co~uni~. As you and I ~ow, a great deal of independent and outstanding scientific research has been supposed by C~ for over 30 years. This effo~, and the results, should be widely ~o~. The ~estion is, how can this best be accomplished? Perhaps a p~lic relations fi~ can make wo~hwhile suggestions. None of us should shy away from the use of p~lic relations plans as effective means to co~unicate wi~ ce~ain constituencies. Others are using p~lic co~unications effectively, so should CTR. There is a great and, I might add, accurate sto~ about CTR which should be told. I make these suggestions because I believe they will make it easier for us to accurately po~ray, in the courtroom, just what C~ i~ and what i£ d~es. ~ence, ik will be more difficult TIMN 0015298

O0 H_Am aBACON Arthur J. Stevens Esq. April 23, 1990 ' PRIVILEGED AND CON~DEN~qAL Page 3 ~oduced as requ~ed by the Coup's March ~ 1998 Order State of Minnes~ et ~. ~ Phi~p Morris, et al. Court F~e No.: C1-9@8565 for plaintiffs ~o m~scharac~er£ze the t~e ~ndependence and objectivity of the scientific research effort. Best personal regards. Sincerely, Charles R. Wall CRW/jj Enclosure co: Dr. Alexander Spears James R. Cherry, Esq. Patrick M. Sirridge, Esq. 1023o7o~ TIMN 0015299