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THIS DOCUMENT SUBJECT TO OONFlDENTIAL(TY AGREEMENT. under this Agreement all Federal, State, City or other ;,a::es as shall be required pursuant to any regulation or ruling. 10: Retirement Benefits law or governmental Commencing on September 1, 1981, and continuing each September 1st thereafter until Dr. Sommers' termination of services under this Agreement, The Council shall credit to an unfunded supplemental retirement account (the "Retire- ment Account") an amount equal to fifteen percent (15%) of Dr. Sommers' total minimum base salary, as defined under paragraph 4(a) of this Agreement. An amount equal to t.he, balance of such Retirement Account shall be payable to Dr. Sommers, or in the event of his death, to his designated ~ beneficiary or beneficiaries, in the same manner, and over the same period, and shall accrue interest at the same rate, as provided in paragraph 4(b) of the Agreement. Notwith- standing the foregoing provisions of this paragraph 10, any amount payable under this paragraph shall be reduced by the lump-sum cash value, determined as of the date of Dr. Sommers' termination of services under this Agreement, of the "Noncon- tributory Account" maintained on behalf of Dr. Sommers under Section 6.04 of the Retirement Plan for Employees of the ~ I Council for Tobacco Research - U.S.A., Inc. 11. Source of Payments Any deferred compensation or supplemental retire- CONFIDENTiAL: iyINNESOTA -- -- -- 1'OBACCO LITIOATION - CTR HN 014,i`~,r 4

THIS DOCUMENT SUBJECT TO CONFIDENTIAUTY AGREEMENT. i affect or operate to reduce any benefit or compensation inuring to Dr. Sommers of a kind not expressly provided ment benefit provided under this Agreement, shall be paid in cash from the general funds of The Council and no special or separate fund shall be established or other segregation of assets made to assure the payment of any deferred compensa- tion or supplemental retirement benefit. 12. Prior Agreements This Agreement contains the entire understanding between the parties hereto with respect to the employment of Dr. Sommers by The Council, but this Agreement shall not in this Agre6ment. 13. Consolidation or Merger Nothing in this Agreement shall preclude The for Council from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation which assumes this Agreement and all obligations of The Council hereunder. Upon such a consoli- dation, merger or transfer of assets and assumption, the term, "The Council", shall refer to such other corporation and this Agreement shall continue in full force and effect. 14. General Provisions (a) Non-asszgnability Neither this Agreement nor any right or interest hereunder shall be assignable by Dr. Sommers or the bene- , CONPIDENTIAL: N.INNESOTA ~'"~"~ ~{~ l TOBACCO LITIGATIO tr ~ i~. t!t _Q N 0 Q~_`_V ~~ 5 ~..,r rt ^[

THIS DOCUMENT SUBJECT TO CONFlDENTIALriY AGREEMENT. / 12 ficiary or beneficiaries of Dr. Sommers without The Council's prior written consent; provided, however, that nothing in this paragraph 14(a) shall preclude (i) Dr. Sommers from designating a beneficiary or beneficiaries to receive any benefit payable on his death, and (ii) the executors, admin- istrators, or other legal representatives of the estate of Dr. Sommers from assigning any rights hereunder to the person or persons entitled thereto under his will or, in case of intestacy, to the person or persons entitled thereto under the laws of intestacy applicable to his estate. (b) No Attachment ' Except as otherwise required by law, no right to receive payments under this Agreement shall be subject to anticipation, commutation,'alienation, sale, assignment, encumbrance, charge, pledge or hypothecation or to execu- tion, attachment, levy or similar process or assignment by operation of law, and any attempt, voluntary or involuntary, to effect any such action shall be null, void and of no effect. (c) Bindinc~ Agreement This Agreement shall be binding upon and inure to the benefit of Dr. Sommers and The Council and their respec- tive permitted successors and assigns. 15. Amendment No amendment or modification of this Agreement I CONFIDENTIAL: MINNESOTf TOBACCO tITfGATION - CT~ ~~ ~~~r~~~~

THIS DOCUMENT SUBJECT TO OONFIDEliTIAUTY AGREEMENT. i shall be deemed effective unless and until executed in writing by Dr. Sommers and The Council. 16. Severability If for any reason any provision of this Agreement shall be held invalid, such invalidity shall not affect any other provision of this Agreement not held so invalid, and all other such provisions shall to the full extent consis- tent with law continue in full force and effect. If any such provision shall be held invalid in part, such-invalid- ity shall in no way affect the remaining portion of such provision not held so invalid, and the remaining portion of such provision, together with all other provisions of this Agreement, shall likewise to the full extent consistent with law continue in full force and effect. 17. Headings The headings of paragraphs are included solely for convenience of reference and shall not control the meaning or interpretation of any of the provisions of this Agreement. 18. Governing Law This Agreement having been executed and delivered in the State of New York, its validity, interpretation, performance and enforcement shall be governed by the laws thereof. 19. Notices Unless either party notifies the other to the CONpIDTNTTAt'~'TOBACCO LITIGATION ~~ C~~R ~'1~`~ 01477

THIS DOCUMENT SUBJECT TO pONFIDEHTIALtTY AGREEMEtjT , contrary, any notice required hereunder shall be duly given if delivered in person or by registered first class mail (a) if to The Council, to the Presidgnt at 110 East 59th Street, New York, New York 10022, and (b) if to Dr. Sommers, to Cambridge Way, P.O. Box 403, Alpine, New Jersey 07620. IN WITNESS WHEREOF, The Council has caused this Agreement to be executed and its seal to be affixed hereto by its officers thereunto duly authorized, and Dr. Sommers has signed and sealed this Agreement, all as of the day and year first above wri-6ten. . THE COUNC I L FOR TOBACCO RESEARCH - U.S.A., INC. By - w • ~ . / W. T. Hoyt, President Attest: Sheldon C. Sommers, M.D. CONFIDENTIAL: MINNESOTA TOBACCO LITIGATION CTR HIN 014( ~' 7`13