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1Hr COUNCIL Fon TOBACCO F:L .aRCH-U.S.A., I.c. THIS DOCUMENT SUBJECT T0 AUG. ?0. W NON•DISSEMINATION ORUtR MINUTES OF THE SECOND IN,BxAND UKE CASES. MEETING OF THE BOARD OF DIRECTORS JANUARY 29, 1971 // AA A meeting of the Board of Directors of The Council for Tobacco Research - U.S.A., Inc. was held iaaediately following the Annual Meeting of the mtmbers of The Council in accordance with Article V, Section 4 of the By-Laws at the Warwick Hotel in the Oxford Room, 54th Street and Avenue of the Americas, New York, New York 10019 on the 29th day of January, 1971, at 12:30 A.M. Present were the following directors: Messrs. E. P. Finc`: of Brown & Williamson Tobacco Corporation, A. H. Galloway of R. J. Reynolds Tobacco Company, Ross R. Millhiser of Phili; Morris Incorporated, Preston R. Tisch of Lorillard, a Division of Loe::'s Theatres, Inc., and Robert B. Walker of American Brands, Inc., being a cuor,_,^.. The Chairman of the Board of Directors, H. H. Rasr., and the Secretary, W. T. Hoyt, were present. Also present by invitation of the Board of Directors ueze Messrs. Cyril F. Hetsko of American Brands, Inc., Addison Yeaman and DeBatn Bryant of Srown t Williamson Tobacco Corporation, Curtis H. Judge and Arthur J. Stevens of Lorillard, a Division of i.oew's Theatres, Inc., Thomas F. Ahrensfeld, ' Alexander Holtzsnan and Helmut R. R. Wakehan of Philip Morris Incorporated, William S. Smith and H. C. Roemer of R. J. Reynolds Tobacco Company. The Chairman opened the meeting and presented the minutes of the Board of Directors meeting held on January 13, 1971. Upon motion duly made and seconded, t':e reading of the minutes was waived and the minutes were unanimously approved. CTR 6447 CONFIDENTIAL: MINNESOTA ' TOBACCO LITIGATION CTR ! 1 E "t 004042

I -2 - The C'haizman stated t`sat in accordance with Azticle V.'I of th By-Lr.vs it was in order to elect the officers of the Corpora*_ior.. c } P ~ 9 ` ~ Upon motion duly made and seconded, It was ur~animously V y ~ RESOLVED, that the following are hereby elected as officers of the Corporation to serve until the next annual meeting of the menibers of the ~ ~ Corporation and until their respective successors shall have been electe:' and shall qualify: Chairman of the Board H. H. Rtc.^.n President H. H. Rar.r,i Executive Vice President W. T. Hoyt Vice President Robert C. Hockett t S W ecre ary . T. Hoyt Treasurer Chandler H. Kibbee Assistant Secretary Elizabe th C. Kelley Assistant Treasurer Elizabeth C. Kelley Upon motion duly r.a9e and seconded, it was unanimously RESOLVED, that the folloving persons are hereby designated as me-l:e:s of the Executive Corr:attee of the Board of Directors to serve until f•.:rt- :er action of the Board of Directors and until t.`:eir respective successors ha*:e been designated and qualified: E. P. Finch A. H. Galloway Ross R. Millhiser Preston R. Tisch Robert B. walker Upon motion duly made and seconded, it was unanimously RESOLVED, that until further action of the Board of Directors or t`:e Executive Coataittee of the Board of Directors the fira of Lybrand, Ross Bres. i Montgomery is hereby designated as the independent auditor of the books and accounts of the Corporation. Opon motion duly made and seconded, it was unanimously year. RESOLVED, that the fiscal year of the Corporation shall be the calendar The Chairman presented, and copies were furnished to each of the Directors present, the following documents: l. Proposed 1971 budget; 2. Sunmary of General Fund activity, not including the Scier.::f:c Advisory Board meeting held in Jar.uary 1971; CTR 6445 CONFIDENTIAL: MINNESOTA ` TOBACCO LITIGATION CTR MN 0040"'F3

3 THIS DOCUMENi St,":~1 j985 NON-DISSEMINATION OKO«t QJ RQGE~RS AND pUKE CASES. 3. Swunary of General Fund activity, including the Scientific Advisory Bon.d meeting held in January 1971; and 4. Allocation of the General Fund deficit as of Deceriber 3:, 1970. The Chairaan stated that docu_^sent nu.:bered 1 above is identical w:t`. a similar document presented to t.tie Board of Directors at its meeting held on January 13, 1971, at which time the proposed budget for 1971 totaling $3,550,0-,G was approved, except that the 1970 expenditures listed are actual rather than estimated as in the document presented on January 13, 1971. He stated that document numbered 2 above is identical with a similar doc=-ent presented to the Board of Directors on January 13, 1971 but that the docirnent previously sLit-d t:ed was in error by not including in the total of the column headed "Budget" the budget for the year 1970. The Chair--Lan stated that the deficit, subject to final audit, of $535,879 shown in docu.aent nurabered 3 above related to operations =cr the period prior to 1971 and that, pursuant to action previously taker. by The Council for Tobacco Research - U.S.A., it would be proper to charge to the Class A members of the Corporation, who were metibers of said Council, their respective proportior.a:e shares of such deficit based on the estimated tax-paid cigarette production of such merbers for the year 1969, which allocation is set forth in docunent nu.:Sered 4 above. The Chairtnan said that if such charge is to be made statements calling for payment would be submitted at such t.ime as the Treasurer or the President shall determine that additional cash is needed by the Corporation, which proba!-ly will be in March. Upon motion duly made and seconded, it was unanimously RESOLVED, that the method outlined above for allocating and collecting from the respective Class A merbers that deficit, subject to final audit, of $535,879 existing as of Januarf 1, 1971 is approved. CTR 6449 CONFIDENTIAL: N.iNNESUT A ~TOBACCO LITIGATION CTR HN 004044:

- 4- TNIS DOCUMENT SUBJECT TO AUG. 20,. 1985 NON•DISSEMINATION ORDER The Chairman directed thst the docuTents numbered ~~ DUKE CASES. referred to above, be filed with the permanent records of the Corporatior.. Upon motion duly made and seconded, it was unanimously RESOLVED, that pursuant to Section 1 of Article III of the By-Laws, there is hereby assessed as dues for t';e year 1971 to be paid by Class A members the amount of $3,520,000, said sun being detennined by subt_-act_nc from $3,550,000, the amount of the budget for the year approved by the Board of Directors on January 13, 1971, $30,000, the amount of the a.nticipated contributions from Class B members; and further RESOLV>rD, that each Class A member is hereby assessed its proporticnate part of said dues determined as provided in Section 1 of Axticle III of t`.e By-Laws, the first installment of said dues so assessed to be paid by each such member to be an amount determined by such r.tember on the basis of 0.18 cent for each 1,000 tax-paid cigarettes estimated by such member to have been produced by it in 1970 and each subsequent installnent of said d;:es sc assessed to be paid by the respective Class A members in the sa.^e prcporticn as their respective payments of the first installment. Upon motion duly made and seconded, it was unanimously RESOLVED, that the Treasurer, or in his absence or disability the President, be, and he hereby is, authorized to deter^.ine the date for the payment of each installment of dues assessed against Class A members, each such member to be notified at least ten days in advance of each such payment date. Upon motion duly made and seconded, it was unanimously RESOLVED, that the Retirement Plan for Employees (the Plan) be and it hereby is amended as set forth in the Amend.-ier.t of the Retirement Plar. for Employees of The Council for Tobacco Research - U.S.A. presented to this meeting and that the Secretary of the Corporation be and he hereby is instructed to cause a copy of said A.mend.Tent to be filed with the minutes of this meeting; and further RESOLVED, that the following persons be and they hereby are appointe? to be the members of the Pension Connnittee' under the Plan, each to serve until his successor has been duly appointed: Cyril F. Hetsko Chandler.H. Kibbee Addison Yeaman and further RESOLVED, that the form as submitted to this r.+eeting of the Amend.^e^t Agreement between the Corporation and First National City Bank (the Trus:ee) to the Trust Agreement dated February 1, 1964 between The Council for Tc~ta:=o CTR 64 R~j J CONFIDENTIAL: MINNESOTA -- ` TOBACCO LITIGATION CTR HN 004045

S THIS DOCUh1ENT SUBJECT T0 AUG. 20, 1985 NON•DISSEMINATION ORDER IN ROGERS AND QU_K_E CASES• Research - U.S.A., an unincorporated association Whe Assok.;iation), and the Trustee, pertaining to the Plan, be and the sar.•e is hereby aorrove_, and that the President or the Executive Vice President be and each c: t`:e--. is hereby authorized to execute and deliver, on behalf of and in ttie r.a:,e of tne Corporation, and, if appropriate, ur.c'er its corporate seal a:tes:e'_ by its Secretary or Assistant Secretary or otherwise, the said Ar..end.:.ent Agreement, substantially in the form submittcd to and approved at this meeting, with such ch anges therein as may be approved by the officer e_ ttie Corporation executing the sar•.e, his execution thereof to be cor.clLs:ve evidence of such approval; and further ITSOLVED, that the proper officers of the Corporation be, and they hereby are, authorized and directed to do and perform all such acts and things and to sign all such documents and certificates and to take all s'-,ch other steps as may be necessary or advisable or convenient and proper to carry out the intent of the foregoing resolution, and to reflect the adoption and continuance of the Plan by the Corporation and its successicrn to the oblic,ations of the Association ttiereunder. Upon motion duly made and seconded, it was unanimously RESOLVED: that the portion of the annual budget for the Corpora:io:; designated for purposes other than for research grants and contracts sha1: not be deemed to be a line budget but a total budget for all ite-s therein. Upon motion duly made and seconded, it was unaninously RESOLVED, that grants and research contracts awarded by the Scier.ti°.:c Advisory Board since the last annual neeting of The Counal in the a_:.c: nt of $2,274,536 are hereby approved. Mr. Hillhiser suba.itted his resignation as a Director and as a me-be: of the Executive Cor.nittee of the Board of Directors to take effect at the clese of business on February 20, 1971. Upon motion duly made and secozCed, it was unaninously RESOLVF:D, that the resignation of Mr. ?iillhiser as a Director and as a member of the Executive Coc.ittee of the Board of Directors, such resignation to take effect at the close of business on February 20, 1971, is accepted with regrets. The Chairman stated that in view of Mr. Millhiser's resignation it would be in ordez to elect his successor as a Director and meruer,of the ExecL::'_'~e Comaittee. Upon motion duly made and seconded, it was unanimously C T R 645i* CONFIDENTIAL: MINNESOTA TOBACCO LiTIGATiON Ct R HN 004046

_ 6_ THIS DOCUMENT SUBJECT TO AUG. 20, 1985 NON-DISS.EMINATION ORDER IN ROGERS AND DUKE CASES, RESOLVED, that effective February 21, 1971, Joseti F. Cu11:r.a : 3r: be, and he hereby is, elected a tne.ver of the Board of Directors a::d designated a ner.~er of the Executive Co.r..-ttee of the Board of Directors. There being no further business conin; before the meeting, the sa-.e was adjourned. Secretary ~ CTR 64 5N CONFIDENTIAL' MINNESOTA ' TOBACCO LITIGATION V T R•-1 N 0 0 4 0 \ 7

THIS DOCUMENT SUBJECT TO AUG. 20, 1995 NON•DISSEMINATION ORDE.R lN ROGERS AND DUKE GASE& 11-LN JMF:NT TO THE RETIRF«'dENT PL:,.ti FOR E:4PLOYEES OF THE COUNCIL FOR TOBACCO RESi;,RCH - U.S.A. (as of January 29, 1971) .Section 8.01 of the Retirenent Plan for Er.:oloyees of The Council for Tobacco Research - U.S.A. is hereby amended to insert the words "Board of Directors of the" ir^:.ediately before the word "Ec_r_loyer" wherever such word a_pears therein. crR 6453 CONFIDGNTIAL: IKINNESOTA ` TOBACCO WTIGATtON CTR MN 004046